Wendy's Co — Director's Dealing 2008

Sep 23, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRIARC COMPANIES INC (TRY/TRYB)
CIK: 0000030697
Period of Report: 2008-09-19

Reporting Person: GARDEN EDWARD P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-19	Class A Common Stock	A	150000	$5.3692	Acquired	285000	Indirect
2008-09-19	Class B Common Stock, Series 1	A	280000	$5.4423	Acquired	426600	Indirect
2008-09-22	Class A Common Stock	A	221000	$5.1601	Acquired	506000	Indirect
2008-09-22	Class B Common Stock, Series 1	A	461000	$5.2915	Acquired	887600	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	255	Direct
Class B Common Stock, Series 1	194370	Direct

Footnotes

F1: The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $5.30 to $5.42. 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. 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 the Trian Entities and the Separate Account.

F4: (FN 3, 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 and the Separate Account. 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 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 $5.23 to $5.51. 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 $5.10 to $5.20. 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 $5.21 to $5.33. 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.