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Wendy's Co — Director's Dealing 2007
May 23, 2007
31695_dirs_2007-05-23_e4e0f64e-c7a1-4b2c-b4a6-7972c78f2aec.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: TRIARC COMPANIES INC (TRY;TRY.B)
CIK: 0000030697
Period of Report: 2007-05-22
Reporting Person: CLIVE CHAJET (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2007-05-22 | Class A Common Stock | M | 3000 | — | Acquired | 9525 | Direct |
| 2007-05-22 | Class A Common Stock | F | 1267 | $17.2100 | Disposed | 8258 | Direct |
| 2007-05-22 | Class B Common Stock, Series 1 | M | 6000 | — | Acquired | 21000 | Direct |
| 2007-05-22 | Class B Common Stock, Series 1 | F | 2536 | $16.1300 | Disposed | 18464 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2007-05-22 | Stock Option (right to buy) | $20.9000 | M | 3000 | Disposed | 2007-06-04 | Class A Common Stock (3000) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class A Common Stock | 1300 | Indirect |
| Class B Common Stock, Series 1 | 2600 | Indirect |
Footnotes
F1: On August 11, 2003, Triarc Companies, Inc. (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 Equity Participation Plan 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.
F2: This stock option was previously reported as an option for 3,000 shares of Class A Common Stock at an exercise price of $22.25 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, 6,000 shares of Class B Common Stock, Series 1 for no additional consideration.
F3: 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 previously reported exercise price of this stock option was reduced by $1.35 per share.
F4: 1,267 shares of Class A Common Stock and 2,536 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 May 22, 2007, to satisfy the exercise price in connection with such stock option exercise.
F5: 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.
F6: With tandem tax withholding rights.
F7: The option vested in two equal installments on June 4, 1998 and 1999.