Wendy's Co — Director's Dealing 2014

Apr 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wendy's Co (WEN)
CIK: 0000030697
Period of Report: 2014-03-31

Reporting Person: Graham Steven B (SVP & Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-31	Restricted Stock Units	$	A	823.0000	Acquired		Common Stock (823.0000)	Direct

Footnotes

F1: With tandem dividend equivalent rights and tax withholding rights.

F2: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

F3: The restricted stock units vest in three equal installments on March 31, 2015, 2016 and 2017, subject to Mr. Graham's continued employment on the applicable vesting date.