Wendy's Co — Director's Dealing 2013

May 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wendy's Co (WEN)
CIK: 0000030697
Period of Report: 2013-05-23

Reporting Person: LEVATO JOSEPH A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-23	Restricted Stock Units	$	A	12647.0000	Acquired		Common Stock (12647.0000)	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 on the earlier of May 23, 2014 or the date of the Company's 2014 annual meeting of stockholders. Vested shares will be delivered upon Mr. Levato's termination as a director of the Company.