Wendy's Co — Director's Dealing 2008

Nov 5, 2008

SEC Form 4/A — Form 4/A

Issuer: WENDY'S/ARBY'S GROUP, INC. (WEN)
CIK: 0000030697
Period of Report: 2008-09-29

Reporting Person: Trian Fund Management, L.P. (Schedule 13D Filer)
Reporting Person: Trian Partners GP, L.P. (Schedule 13D filer)
Reporting Person: Trian Partners Master Fund, L.P. (Schedule 13D filer)
Reporting Person: TRIAN PARTNERS PARALLEL FUND I L P (Schedule 13D filer)
Reporting Person: Trian Partners Parallel Fund II GP, L.P. (Schedule 13D filer)
Reporting Person: Trian Partners Parallel Fund II, L.P. (Schedule 13D filer)
Reporting Person: Trian Partners, L.P. (Schedule 13D filer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-29	Class A Common Stock	J	23110592	—	Acquired	27227751	Indirect

Footnotes

F1: On September 29, 2008, the Issuer (formerly known as Triarc Companies, Inc., a Delaware corporation) completed the acquisition of Wendy's International, Inc. ("Wendy's") pursuant to the terms of an Agreement and Plan of Merger and, as a result of a merger of Wendy's and a wholly-owned subsidiary of the Issuer in which Wendy's was the surviving corporation (the "Merger"), Wendy's is now a wholly-owned subsidiary of the Issuer. As a result of the Merger, holders of Wendy's common stock received 4.25 shares of the Issuer's Class A Common Stock ("Class A Common Stock") in exchange for each share of Wendy's common stock held by them. Trian Partners held its shares of Wendy's common stock in a number of brokerage accounts and as such, upon the Merger, certain of its holdings converted into a number of whole shares of the Issuer plus a fractional interest of a share.

F2: (FN 1, contd.) Accordingly, in connection with the Merger, Trian Partners received an aggregate of 23,110,592, rather than 23,110,593 shares of Class A Common Stock, as previously reported, in consideration for the 5,437,787 shares of Wendy's common stock held by Trian Partners.

F3: On September 29, 2009, the closing price of the Class A Common Stock, Class B Common Stock and Wendy's common stock was $5.90, $6.75 and $19.21, respectively.

F4: 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.

F5: (FN 4, 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.

F6: 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.