Wendy's Co — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wendy's Co (WEN)
CIK: 0000030697
Period of Report: 2012-05-24

Reporting Person: SCHWAB II DAVID E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-24	Restricted Stock Units	$	A	16648.0000	Acquired		Common Stock (16648.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

F2: The restricted stock units vest in two equal installments on May 24, 2013 and May 24, 2014. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.