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Wendy's Co Director's Dealing 2012

Mar 19, 2012

31695_dirs_2012-03-19_f5691f79-f259-4134-aa72-2c01213cdf5d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wendy's Co (WEN)
CIK: 0000030697
Period of Report: 2012-03-15

Reporting Person: SCHWAB II DAVID E (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-03-15 Restricted Stock Units $ A 796.0000 Acquired Common Stock (796.0000) Direct
2012-03-15 Restricted Stock Units $ A 530.0000 Acquired Common Stock (530.0000) Direct
2012-03-15 Restricted Stock Units $ A 248.0000 Acquired Common Stock (248.0000) Direct

Footnotes

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

F2: Represents dividend equivalent units that have accrued on outstanding restricted stock units from their date of grant (May 28, 2009) through the date of this report, including 75 dividend equivalent units issued on March 15, 2012.

F3: The restricted stock units vested in two equal installments on May 28, 2010 and May 28, 2011. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.

F4: Represents dividend equivalent units that have accrued on outstanding restricted stock units from their date of grant (June 1, 2010) through the date of this report, including 72 dividend equivalent units issued on March 15, 2012.

F5: One-half of the restricted stock units vested on June 1, 2011, and the remaining one-half of the restricted stock units will vest on June 1, 2012. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.

F6: Represents dividend equivalent units that have accrued on outstanding restricted stock units from their date of grant (May 26, 2011) through the date of this report, including 64 dividend equivalent units issued on March 15, 2012.

F7: The restricted stock units vest in two equal installments on May 26, 2012 and May 26, 2013. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.