Wendy's Co — Director's Dealing 2008

Dec 23, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WENDY'S/ARBY'S GROUP, INC. (WEN)
CIK: 0000030697
Period of Report: 2008-12-18

Reporting Person: Okeson Nils H (SVP & Gen Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-29	Class A Common Stock	J	9041	—	Acquired	19041	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-18	Employee Stock Option (right to buy)	$4.65	A	250000	Acquired	2018-12-18	Class A Common Stock (250000)	Direct

Footnotes

F1: Reflects the conversion of 9,041 Class B shares to Class A shares in connection with the closing of the merger with Wendy's International, Inc. on September 29, 2008.

F2: With tandem net exercise and tax withholding rights.

F3: The option vests in three equal installments on December 18, 2009, 2010 and 2011.