Wendy's Co — Director's Dealing 2006

Feb 14, 2006

SEC Form 4/A — Form 4/A

Issuer: TRIARC COMPANIES INC (TRY;TRY.B)
CIK: 0000030697
Period of Report: 2005-12-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-29	Class A Common Stock	M	678047	—	Acquired	3752205	Direct
2005-12-29	Class A Common Stock	F	322815	—	Disposed	3429390	Direct
2005-12-29	Class B Common Stock, Series 1	M	1356088	—	Acquired	4673371	Direct
2005-12-29	Class B Common Stock, Series 1	F	645630	—	Disposed	4027741	Direct
2005-12-29	Class A Common Stock	M	69188	—	Acquired	3498578	Direct
2005-12-29	Class A Common Stock	F	47518	—	Disposed	3451060	Direct
2005-12-29	Class B Common Stock, Series 1	M	138376	—	Acquired	4166117	Direct
2005-12-29	Class B Common Stock, Series 1	F	95036	—	Disposed	4071081	Direct
2005-12-30	Class A Common Stock	G	37800	—	Disposed	3413260	Direct
2005-12-30	Class B Common Stock, Series 1	G	75550	—	Disposed	3995531	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-29	Phantom Stock	$0	M	678047	Disposed	2008-01-02	Class A Common Stock (678047)	Direct
2005-12-29	Phantom Stock	$0	M	1356088	Disposed	2008-01-02	Class B Common Stock, Series 1 (1356088)	Direct
2005-12-29	Employee Stock Option	$17.75	M	69188	Disposed	2009-12-22	Class A Common Stock (69188)	Direct
2005-12-29	Employee Stock Option	$16.78	A	322815	Acquired	2009-01-01	Class A Common Stock (322815)	Direct
2005-12-29	Employee Stock Option	$14.94	A	645630	Acquired	2009-01-01	Class B Common Stock, Series 1 (645630)	Direct
2005-12-29	Employee Stock Option	$16.78	A	47518	Acquired	2009-12-22	Class A Common Stock (47518)	Direct
2005-12-29	Employee Stock Option	$14.94	A	95036	Acquired	2009-12-22	Class B Common Stock, Series 1 (95036)	Direct

Footnotes

F1: This Statement of Changes in Beneficial Ownership of Securities reflects transactions relating to: (i) the distribution to
the reporting person of shares of Class A Common Stock and Class B Common Stock, Series 1, the receipt of which was
previously deferred by the reporting person; (ii) the exercise of certain previously granted and vested stock options; (iii)
the tendering and withholding of shares in consideration of exercise prices and withholding tax, respectively, in connection
with the foregoing; and (iv) the award of the stock options referred to herein. The Statement of Changes in Beneficial
Ownership of Securities also reflects gifts of shares made by the reporting person.

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, then outstanding options under Triarc's equity participation plans and then outstanding phantom shares
were adjusted so that each option outstanding as of August 21, 2003 became exercisable for both one share of Class A Common
Stock and two shares of Class B Common Stock, Series 1 and each outstanding phantom share became one phantom share of Class
A Common Stock and two phantom shares of Class B Common Stock, Series 1. Phantom stock credited prior to August 11, 2003
was previously reported in respect of only Class A Common Stock. See also Note 8 below.

F3: Reflects the receipt of 144,318, 18,366, 400,614 and 114,749 shares of Class A Common Stock in respect of phantom stock
credited to Mr. May's account on April 23, 2003, February 27, 2004, April 20, 2004 and November 29, 2004, respectively.
Shares in respect of such phantom stock were scheduled to be distributed to Mr. May on January 2, 2008. The Company
determined to distribute shares in respect of all such phantom stock on December 29, 2005.

F4: 322,815 shares of Class A Common Stock and 645,630 shares of Class B Common Stock, Series 1, were withheld from the shares
received in respect of such phantom stock to satisfy tax withholding obligations, based on 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 29, 2005.

F5: Reflects the receipt of 288,636, 36,726, 801,229 and 229,497 shares of Class B Common Stock, Series 1, in respect of phantom
stock credited to Mr. May's account on April 23, 2003, February 27, 2004, April 20, 2004 and November 29, 2004,
respectively. Shares in respect of such phantom stock were scheduled to be distributed to Mr. May on January 2, 2008. The
Company determined to distribute shares in respect of all such phantom stock on December 29, 2005.

F6: Reflects the acquisition of shares upon the exercise of employee stock options referred to in note (8) below.

F7: In connection with the exercise of the stock options reported herein, Mr. May tendered 26,320 shares of Class A Common Stock
and 52,640 shares of Triarc's Class B Common Stock, Series 1, 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 29, 2005, as payment of the exercise prices of
such options. Additionally, Mr. May had withheld from the shares issued upon exercise of such stock options 21,198 shares
of Class A Common Stock and 42,396 shares of Class B Common Stock, Series 1, 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 29, 2005, to satisfy tax
withholding obligations in connection with such stock option exercise.

F8: This employee stock option was previously reported as an option to acquire 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 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. The option vested in three equal installments on December 22, 2000, 2001 and 2002.

F9: With tandem tax withholding rights.