Wendy's Co — Director's Dealing 2008

Sep 27, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WENDY'S/ARBY'S GROUP, INC. (TRY/TRYB)
CIK: 0000030697
Period of Report: 2008-09-24

Reporting Person: Trian Fund Management, L.P. (Schedule 13D Filer)
Reporting Person: Trian Fund Management GP, LLC (Schedule 13D filer)
Reporting Person: Trian Partners General Partner, LLC (Schedule 13D filer)
Reporting Person: Trian Partners Parallel Fund I General Partner, LLC (Schedule 13D filer)
Reporting Person: Trian Partners Parallel Fund II General Partner, LLC (Schedule 13D filer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-24	Class A Common Stock	P	220000	$5.145	Acquired	946000	Indirect
2008-09-25	Class A Common Stock	P	195000	$5.2421	Acquired	1141000	Indirect
2008-09-26	Class A Common Stock	P	70000	$5.2402	Acquired	1211000	Indirect
2008-09-24	Class B Common Stock, Series 1	P	460000	$5.2082	Acquired	1807600	Indirect
2008-09-25	Class B Common Stock, Series 1	P	318559	$5.2362	Acquired	2126159	Indirect
2008-09-26	Class B Common Stock, Series 1	P	100000	$5.2446	Acquired	2226159	Indirect

Footnotes

F1: The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $5.10 to $5.19. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

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.

F5: The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $5.17 to $5.25. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

F6: The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $5.19 to $5.25. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

F7: The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $5.18 to $5.25. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.