Wendy's Co — Director's Dealing 2008

Dec 9, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WENDY'S/ARBY'S GROUP, INC. (WEN)
CIK: 0000030697
Period of Report: 2008-12-05

Reporting Person: Trian Fund Management, L.P. (10% Owner)
Reporting Person: Trian Partners GP, L.P. (10% Owner)
Reporting Person: Trian Partners Master Fund, L.P. (10% Owner)
Reporting Person: TRIAN PARTNERS PARALLEL FUND I L P (10% Owner)
Reporting Person: Trian Partners Parallel Fund II GP, L.P. (10% Owner)
Reporting Person: Trian Partners Parallel Fund II, L.P. (10% Owner)
Reporting Person: Trian Partners, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-05	Class A Common Stock	P	49395394	$4.15	Acquired	76623145	Indirect

Footnotes

F1: Shares will be acquired pursuant to a tender offer for shares of the Issuer by the Trian Entities (as defined in footnote 2 below).

F2: Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as (i) the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian Partners Parallel Fund II, L.P. ("Parallel Fund II" and collectively, the "Trian Entities") and (ii) the investment manager for a separate account owned by TCMG-MA, LLC (the "Separate Account"). Trian Management has full discretion and authority to make all investment and voting decisions in respect of the Separate Account.

F3: (FN 2, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Trian Partners Parallel Fund II General Partner, LLC ("Parallel Fund II GP LLC") is the general partner of Trian Partners Parallel Fund II GP, L.P. ("Parallel Fund II GP"), which is the general partner of Parallel Fund II.

F4: Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.