Wendy's Co — Director's Dealing 2006

Dec 19, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRIARC COMPANIES INC (TRY;TRY.B)
CIK: 0000030697
Period of Report: 2006-12-15

Reporting Person: MAY PETER W (Director, President and COO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-15	Class A Common Stock	M	322815	—	Acquired	3646075	Direct
2006-12-15	Class A Common Stock	M	47518	—	Acquired	3693593	Direct
2006-12-15	Class B Common Stock, Series 1	M	900000	—	Acquired	4873953	Direct
2006-12-15	Class B Common Stock, Series 1	M	645630	—	Acquired	5519583	Direct
2006-12-15	Class B Common Stock, Series 1	M	95036	—	Acquired	5614619	Direct
2006-12-15	Class A Common Stock	M	125000	—	Acquired	3818593	Direct
2006-12-15	Class A Common Stock	M	100000	—	Acquired	3918593	Direct
2006-12-15	Class A Common Stock	M	150000	—	Acquired	4068593	Direct
2006-12-15	Class A Common Stock	M	125000	—	Acquired	4193593	Direct
2006-12-15	Class A Common Stock	M	175000	—	Acquired	4368593	Direct
2006-12-15	Class A Common Stock	F	794757	$21.14	Disposed	3604648	Direct
2006-12-15	Class B Common Stock, Series 1	M	250000	—	Acquired	5864619	Direct
2006-12-15	Class B Common Stock, Series 1	M	200000	—	Acquired	6064619	Direct
2006-12-15	Class B Common Stock, Series 1	M	61624	—	Acquired	6126243	Direct
2006-12-15	Class B Common Stock, Series 1	M	300000	—	Acquired	6426243	Direct
2006-12-15	Class B Common Stock, Series 1	M	250000	—	Acquired	6676243	Direct
2006-12-15	Class B Common Stock, Series 1	M	350000	—	Acquired	7026243	Direct
2006-12-15	Class B Common Stock, Series 1	F	2361063	$19.50	Disposed	4665180	Direct
2006-12-15	Class A Common Stock	M	30812	—	Acquired	4399405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-15	Employee Stock Option (right to buy)	$12.54	M	125000	Disposed	2007-03-20	Class A Common Stock (125000)	Direct
2006-12-15	Employee Stock Option (right to buy)	$23.31	M	100000	Disposed	2007-12-12	Class A Common Stock (100000)	Direct
2006-12-15	Employee Stock Option (right to buy)	$16.78	M	322815	Disposed	2009-01-01	Class A Common Stock (322815)	Direct
2006-12-15	Employee Stock Option (right to buy)	$14.94	M	645630	Disposed	2009-01-01	Class B Common Stock, Series 1 (645630)	Direct
2006-12-15	Employee Stock Option (right to buy)	$17.75	M	30812	Disposed	2009-12-22	Class A Common Stock (30812)	Direct
2006-12-15	Employee Stock Option (right to buy)	$16.78	M	47518	Disposed	2009-12-22	Class A Common Stock (47518)	Direct
2006-12-15	Employee Stock Option (right to buy)	$14.94	M	95036	Disposed	2009-12-22	Class B Common Stock, Series 1 (95036)	Direct
2006-12-15	Employee Stock Option (right to buy)	$25.44	M	150000	Disposed	2010-12-14	Class A Common Stock (150000)	Direct
2006-12-15	Employee Stock Option (right to buy)	$24.60	M	125000	Disposed	2011-12-06	Class A Common Stock (125000)	Direct
2006-12-15	Employee Stock Option (right to buy)	$26.93	M	175000	Disposed	2012-12-18	Class A Common Stock (175000)	Direct
2006-12-15	Employee Stock Option (right to buy)	$15.09	M	900000	Disposed	2015-02-15	Class B Common Stock, Series 1 (900000)	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 after August 21, 2003 by $0.15 for each option outstanding at the opening of the market on each of February 15, 2006, June 29, 2006 and December 1, 2006, aggregating $0.45 per share. Accordingly, the reported exercise price of this stock option was reduced by $.45 per share.

F2: 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.

F3: This employee stock option was previously reported as an option for 125,000 shares of Class A Common Stock at an exercise price of $12.54 per share, but was adjusted to reflect the stock dividend referred to in note (4) below. 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: 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.

F5: This employee stock option was previously reported as an option for 100,000 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 (4) 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 150,000 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 (4) 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 125,000 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 (4) 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 175,000 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 (4) 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: This employee stock option was previously reported as an option for 100,000 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 (4) 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.

F10: 794,757 shares of Class A Common Stock and 2,361,063 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 15, 2006, to satisfy the exercise prices and tax withholding obligations in connection with such stock option exercises.

F11: With tandem tax withholding rights.

F12: The option vested in three equal installments on March 20, 1998, 1999 and 2000.

F13: The option vested in three equal installments on December 12, 1998, 1999 and 2000.

F14: The option vested in three equal installments on December 22, 2000, 2001 and 2002.

F15: The option vested in three equal installments on December 14, 2001, 2002 and 2003.

F16: The option vested in three equal installments on December 6, 2002, 2003 and 2004

F17: The option vested in three equal installments on December 18, 2003 , 2004 and 2005.

F18: The option vested in full on December 21, 2005.