Wendy's Co — Director's Dealing 2006

Dec 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRIARC COMPANIES INC (TRY;TRY.B)
CIK: 0000030697
Period of Report: 2006-12-22

Reporting Person: SCHAEFER FRED H (Senior Vice President and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-22	Class A Common Stock	M	7500	—	Acquired	7500	Direct
2006-12-22	Class A Common Stock	M	10000	—	Acquired	17500	Direct
2006-12-22	Class A Common Stock	M	15000	—	Acquired	32500	Direct
2006-12-22	Class A Common Stock	M	15000	—	Acquired	47500	Direct
2006-12-22	Class A Common Stock	M	15000	—	Acquired	62500	Direct
2006-12-22	Class A Common Stock	M	15000	—	Acquired	77500	Direct
2006-12-22	Class A Common Stock	F	48264	$21.61	Disposed	29236	Direct
2006-12-22	Class B Common Stock, Series 1	M	15000	—	Acquired	26929	Direct
2006-12-22	Class B Common Stock, Series 1	M	20000	—	Acquired	46929	Direct
2006-12-22	Class B Common Stock, Series 1	M	30000	—	Acquired	76929	Direct
2006-12-22	Class B Common Stock, Series 1	M	30000	—	Acquired	106929	Direct
2006-12-22	Class B Common Stock, Series 1	M	30000	—	Acquired	136929	Direct
2006-12-22	Class B Common Stock, Series 1	M	30000	—	Acquired	166929	Direct
2006-12-22	Class B Common Stock, Series 1	F	96529	$19.82	Disposed	70400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-22	Employee Stock Option (right to buy)	$23.3125	M	7500	Disposed	2007-12-12	Class A Common Stock (7500)	Direct
2006-12-22	Employee Stock Option (right to buy)	$16.8750	M	10000	Disposed	2009-03-15	Class A Common Stock (10000)	Direct
2006-12-22	Employee Stock Option (right to buy)	$17.7500	M	15000	Disposed	2009-12-22	Class A Common Stock (15000)	Direct
2006-12-22	Employee Stock Option (right to buy)	$25.4375	M	15000	Disposed	2010-12-14	Class A Common Stock (15000)	Direct
2006-12-22	Employee Stock Option (right to buy)	$24.6000	M	15000	Disposed	2011-12-06	Class A Common Stock (15000)	Direct
2006-12-22	Employee Stock Option (right to buy)	$26.9300	M	15000	Disposed	2012-12-18	Class A Common Stock (15000)	Direct

Footnotes

F1: As a result of the special extraordinary cash dividends paid in 2006, on December 14, 2006, the Compensation Committee and the Performance Compensation Committee of the Board of Directors of Triarc determined to reduce the exercise price of each stock option that was granted prior to August 21, 2003 by $0.45 for each option outstanding at the opening of the market on each of February 15, 2006, June 29, 2006 and December 1, 2006, aggregating $1.35 per share. Accordingly, the reported exercise price of this stock option was reduced by $1.35 per share.

F2: On August 11, 2003, Triarc declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock outstanding. As a result of the stock dividend, each outstanding option granted under Triarc's 1993 and 1998 Equity Participation Plans was adjusted so that each such option outstanding as of August 21, 2003 became exercisable for both one share of Class A Common and two shares of Class B Common Stock, Series 1.

F3: This employee stock option was previously reported as an option for 7,500 shares of Class A Common Stock at an exercise price of $23.3125 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration.

F4: This employee stock option was previously reported as an option for 10,000 shares of Class A Common Stock at an exercise price of $16.875 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration.

F5: This employee stock option was previously reported as an option for 15,000 shares of Class A Common Stock at an exercise price of $17.75 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration.

F6: This employee stock option was previously reported as an option for 15,000 shares of Class A Common Stock at an exercise price of $25.4375 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration.

F7: This employee stock option was previously reported as an option for 15,000 shares of Class A Common Stock at an exercise price of $26.93 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration.

F8: This employee stock option was previously reported as an option for 15,000 shares of Class A Common Stock at an exercise price of $24.60 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration.

F9: 48,264 shares of Class A Common Stock and 96,529 shares of Class B Common Stock Series 1, were withheld from the shares issued upon exercise of the stock options reported herein at a price per share equal to the closing price of such Class A Common Stock and Class B Common Stock, Series 1, respectively, on December 22, 2006, to satisfy the exercise prices and tax withholding obligations in connection with such stock option exercises.

F10: With tandem tax withholding rights.

F11: The option vested in three equal installments on December 12, 1998, 1999 and 2000.

F12: The option vested in three equal installments on March 15, 2000, 2001 and 2002.

F13: The option vested in three equal installments on December 22, 2000, 2001 and 2002.

F14: The option vested in three equal installments on December 14, 2001, 2002 and 2003.

F15: The option vested in three equal installments on December 6, 2002, 2003 and 2004.

F16: The option vested in three equal installments on December 18, 2003 , 2004 and 2005.