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Wendy's Co Director's Dealing 2013

Jan 3, 2013

31695_dirs_2013-01-03_fe7667d7-a1da-4061-84b9-b86e179e51e3.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: 2013-01-01

Reporting Person: HARE STEPHEN E (SVP & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-01 Common Stock M 20433.0000 $0.0000 Acquired 185423.0000 Direct
2013-01-01 Common Stock F 7796.0000 $4.7200 Disposed 177627.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-01-01 Restricted Stock Units $ M 20433.0000 Disposed Common Stock (20433.0000) Direct

Footnotes

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

F2: With tandem dividend equivalent rights and tax withholding rights.

F3: The restricted stock units were granted on January 1, 2012 and vest in three equal installments on the first, second and third anniversaries of the grant date. The first installment (including the related dividend equivalent units) vested on January 1, 2013. The second and third installments (including the related dividend equivalent units) will vest on January 1, 2014 and 2015, respectively, subject to Mr. Hare's continued employment with the Company on the applicable vesting date.