Wendy's Co — Director's Dealing 2006

Jan 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-29	Class A Common Stock	M	1017071	—	Acquired	6850475	Direct
2005-12-29	Class A Common Stock	F	433626	—	Disposed	6416849	Direct
2005-12-29	Class B Common Stock, Series 1	M	2034132	—	Acquired	8594021	Direct
2005-12-29	Class B Common Stock, Series 1	F	867253	—	Disposed	7726768	Direct
2005-12-29	Class A Common Stock	M	580411	—	Acquired	6997260	Direct
2005-12-29	Class A Common Stock	F	409984	—	Disposed	6587276	Direct
2005-12-29	Class B Common Stock, Series 1	M	1160821	—	Acquired	8887589	Direct
2005-12-29	Class B Common Stock, Series 1	F	819967	—	Disposed	8067622	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-29	Phantom Stock	$0	M	1017071	Disposed	2008-01-02	Class A Common Stock (1017071)	Direct
2005-12-29	Phantom Stock	$0	M	2034132	Disposed	2008-01-02	Class B Common Stock, Series 1 (2034132)	Direct
2005-12-29	Employee Stock Option	$17.75	M	200000	Disposed	2009-12-22	Class A Common Stock (200000)	Direct
2005-12-29	Employee Stock Option	$23.3125	M	150000	Disposed	2007-12-12	Class A Common Stock (150000)	Direct
2005-12-29	Employee Stock Option	$24.60	M	230411	Disposed	2011-12-06	Class A Common Stock (230411)	Direct
2005-12-29	Employee Stock Option	$16.78	A	433626	Acquired	2009-01-01	Class A Common Stock (433626)	Direct
2005-12-29	Employee Stock Option	$14.94	A	867253	Acquired	2009-01-01	Class B Common Stock, Series 1 (867253)	Direct
2005-12-29	Employee Stock Option	$16.78	A	131411	Acquired	2009-12-22	Class A Common Stock (131411)	Direct
2005-12-29	Employee Stock Option	$16.78	A	108457	Acquired	2007-12-12	Class A Common Stock (108457)	Direct
2005-12-29	Employee Stock Option	$16.78	A	170116	Acquired	2011-12-06	Class A Common Stock (170116)	Direct
2005-12-29	Employee Stock Option	$14.94	A	262824	Acquired	2009-12-22	Class B Common Stock, Series 1 (262824)	Direct
2005-12-29	Employee Stock Option	$14.94	A	216912	Acquired	2007-12-12	Class B Common Stock, Series 1 (216912)	Direct
2005-12-29	Employee Stock Option	$14.94	A	340231	Acquired	2011-12-06	Class B Common Stock, Series 1 (340231)	Direct

Holdings (Non-Derivative)

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

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.

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 Notes (10), (11) and (12) below.

F3: Reflects the receipt of 216,477, 27,549, 600,921 and 172,124 shares of Class A Common Stock in respect of phantom stock
credited to Mr. Peltz'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. Peltz on January 2, 2008. The Company
determined to distribute shares in respect of all such phantom stock on December 29, 2005.

F4: 433,626 shares of Class A Common Stock and 867,253 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 432,954, 55,089, 1,201,843 and 344,246 shares of Class B Common Stock, Series 1, in respect of
phantom stock credited to Mr. Peltz'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. Peltz on January 2, 2008.
The Company determined to distribute shares in respect of all such phantom stock on December 29, 2005.

F6: the acquisition of shares upon the exercise of employee stock options referred to in Notes (10), (11) and (12) below.

F7: In connection with the exercise of the stock options reported herein, Mr. Peltz tendered 272,503 shares of Class A Common
Stock and 545,005 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. Peltz had withheld from the shares issued upon exercise of such stock options
137,481 shares of Class A Common Stock and 274,962 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: 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.

F9: All of such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz's spouse is the sole
General Partner.

F10: This employee stock option was previously reported as an option to acquire 200,000 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.

F11: This employee stock option was previously reported as an option to acquire 150,000 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 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 12, 1998, 1999 and 2000.

F12: This employee stock option was previously reported as an option to acquire 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 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 6, 2002, 2003 and 2004.

F13: With tandem tax withholding rights.