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: PELTZ NELSON (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-15	Class B Common Stock, Series 1	M	350000	—	Acquired	11752300	Direct
2006-12-15	Class B Common Stock, Series 1	M	262824	—	Acquired	9262069	Direct
2006-12-15	Class A Common Stock	M	433626	—	Acquired	7004958	Direct
2006-12-15	Class A Common Stock	M	131411	—	Acquired	7136369	Direct
2006-12-15	Class A Common Stock	M	170116	—	Acquired	7306485	Direct
2006-12-15	Class B Common Stock, Series 1	M	216912	—	Acquired	8131992	Direct
2006-12-15	Class A Common Stock	M	108457	—	Acquired	7414942	Direct
2006-12-15	Class B Common Stock, Series 1	M	867253	—	Acquired	8999245	Direct
2006-12-15	Class B Common Stock, Series 1	M	340231	—	Acquired	9602300	Direct
2006-12-15	Class B Common Stock, Series 1	M	1800000	—	Acquired	11402300	Direct
2006-12-15	Class A Common Stock	M	175000	—	Acquired	7589942	Direct
2006-12-15	Class A Common Stock	M	350000	—	Acquired	7939942	Direct
2006-12-15	Class A Common Stock	M	300000	—	Acquired	8239942	Direct
2006-12-15	Class A Common Stock	M	19589	—	Acquired	8259531	Direct
2006-12-15	Class B Common Stock, Series 1	M	600000	—	Acquired	12352300	Direct
2006-12-15	Class B Common Stock, Series 1	M	39178	—	Acquired	12391478	Direct
2006-12-15	Class B Common Stock, Series 1	M	700000	—	Acquired	13091478	Direct
2006-12-15	Class A Common Stock	F	1279414	$21.14	Disposed	6980117	Direct
2006-12-15	Class B Common Stock, Series 1	F	4078837	$19.50	Disposed	9012641	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	175000	Disposed	2007-03-20	Class A Common Stock (175000)	Direct
2006-12-15	Employee Stock Option (right to buy)	$14.94	M	216912	Disposed	2007-12-12	Class B Common Stock, Series 1 (216912)	Direct
2006-12-15	Employee Stock Option (right to buy)	$16.78	M	108457	Disposed	2007-12-12	Class A Common Stock (108457)	Direct
2006-12-15	Employee Stock Option (right to buy)	$16.78	M	433626	Disposed	2009-01-01	Class A Common Stock (433626)	Direct
2006-12-15	Employee Stock Option (right to buy)	$14.94	M	867253	Disposed	2009-01-01	Class B Common Stock, Series 1 (867253)	Direct
2006-12-15	Employee Stock Option (right to buy)	$16.78	M	131411	Disposed	2009-12-22	Class A Common Stock (131411)	Direct
2006-12-15	Employee Stock Option (right to buy)	$14.94	M	262824	Disposed	2009-12-22	Class B Common Stock, Series 1 (262824)	Direct
2006-12-15	Employee Stock Option (right to buy)	$25.44	M	300000	Disposed	2010-12-14	Class A Common Stock (300000)	Direct
2006-12-15	Employee Stock Option (right to buy)	$24.60	M	19589	Disposed	2011-12-06	Class A Common Stock (19589)	Direct
2006-12-15	Employee Stock Option (right to buy)	$16.78	M	170116	Disposed	2011-12-06	Class A Common Stock (170116)	Direct
2006-12-15	Employee Stock Option (right to buy)	$14.94	M	340231	Disposed	2011-12-06	Class B Common Stock, Series 1 (340231)	Direct
2006-12-15	Employee Stock Option (right to buy)	$26.93	M	350000	Disposed	2012-12-18	Class A Common Stock (350000)	Direct
2006-12-15	Employee Stock Option (right to buy)	$15.09	M	1800000	Disposed	2015-02-15	Class B Common Stock, Series 1 (1800000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	23550	Indirect
Class B Common Stock, Series 1	47100	Indirect
Class A Common Stock	200	Indirect
Class B Common Stock, Series 1	400	Indirect

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: 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.

F4: This employee stock option was previously reported as an option for 175,000 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 (3) 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 350,000 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 (3) 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 300,000 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 (3) 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 250,000 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 (3) 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: 1,279,414 shares of Class A Common Stock and 4,078,837 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.

F9: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F10: All such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz's spouse is the sole General Partner. Mr. Peltz was formerly a general partner of the partnership but has transferred his interest in the partnership to his spouse.

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 14, 2001, 2002 and 2003.

F14: The option vested in three equal installments on December 6, 2002, 2003 and 2004

F15: The option vested in three equal installments on December 18, 2003 , 2004 and 2005.

F16: The option vested in full on December 21, 2005.