Wendy's Co — Director's Dealing 2008

Oct 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GARDEN EDWARD P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-29	Class B Common Stock, Series 1	J	2686159	—	Disposed	0	Indirect
2008-09-29	Class A Common Stock	J	2686159	—	Acquired	4117159	Indirect
2008-09-29	Class A Common Stock	J	23110593	—	Acquired	27227752	Indirect
2008-09-29	Class B Common Stock, Series 1	J	194370	—	Disposed	0	Direct
2008-09-29	Class A Common Stock	J	194370	—	Acquired	196003	Direct

Footnotes

F1: On September 29, 2008, the Issuer (formerly known as Triarc Companies, Inc., a Delaware corporation) completed the acquisition of 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. In addition, as approved by the stockholders of Triarc, following the Merger each outstanding share of Triarc's Class B Common Stock, Series 1 ("Class B Common Stock") was converted into one share of Class A Common Stock of the Issuer (the "Class B Conversion").

F2: 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.

F3: In connection with the Class B Conversion, 2,686,159 shares of Class B Common Stock held by Trian Partners (defined below) were converted into a like number of shares of Class A Common Stock.

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. Mr. Garden is a member of each of Trian Management GP, Trian GP LLC, Parallel Fund I GP LLC and Parallel Fund II GP LLC (the "Management Entities") and therefore is in a position to determine the investment and voting decisions made by Trian GP, the Trian Entities and the Separate Account.

F6: (FN 5, contd.) Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Management Entities, the Trian Entities, Trian GP and the Separate Account (collectively, "Trian Partners"). Mr. Garden disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Garden is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F7: In connection with the Merger, Trian Partners received an aggregate of 23,110,593 shares of Class A Common Stock in consideration for the 5,437,787 shares of Wendy's common stock held by Trian Partners.