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: PELTZ NELSON (Director, 10% Owner)

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6980372	Direct
Class A Common Stock	23550	Indirect
Class A Common Stock	200	Indirect
Class B Common Stock, Series 1	8918689	Direct
Class B Common Stock, Series 1	47100	Indirect
Class B Common Stock, Series 1	400	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. Mr. Peltz 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 the Trian Entities and the Separate Account.

F4: (FN 3, contd.) Accordingly, Mr. Peltz 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 and the Separate Account. Mr. Peltz 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 the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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.

F8: All such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz's spouse is the sole General Partner. Mr. Peltz was formerly a general partner of the partnership but has transferred his interest in the partnership to his spouse.

F9: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.