Wendy's Co — Director's Dealing 2014

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wendy's Co (WEN)
CIK: 0000030697
Period of Report: 2014-02-19

Reporting Person: Peters John N. (SVP - North America Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	Common Stock	M	100334.0000	$6.7600	Acquired	158509.0000	Direct
2014-02-19	Common Stock	M	37928.0000	$5.0200	Acquired	196437.0000	Direct
2014-02-19	Common Stock	M	30225.0000	$3.9100	Acquired	226662.0000	Direct
2014-02-19	Common Stock	M	7870.0000	$4.4400	Acquired	234532.0000	Direct
2014-02-19	Common Stock	S	50000.0000	$9.4500	Disposed	184532.0000	Direct
2014-02-19	Common Stock	S	126357.0000	$9.4897	Disposed	58175.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-19	Employee Stock Option (right to buy)	$6.7600	M	100334.0000	Disposed	2015-04-30	Common Stock (100334.0000)	Direct
2014-02-19	Employee Stock Option (right to buy)	$5.0200	M	37928.0000	Disposed	2021-06-23	Common Stock (37928.0000)	Direct
2014-02-19	Employee Stock Option (right to buy)	$3.9100	M	30225.0000	Disposed	2020-07-08	Common Stock (30225.0000)	Direct
2014-02-19	Employee Stock Option (right to buy)	$4.4400	M	7870.0000	Disposed	2019-07-15	Common Stock (7870.0000)	Direct

Footnotes

F1: With tandem net exercise and tax withholding rights.

F2: The option vested in three equal installments on May 1, 2009, 2010 and 2011.

F3: Two-thirds of the option vested in equal installments on June 23, 2012 and 2013, and the remaining one-third of the option vests June 23, 2014, subject to Mr. Peters' continued employment on the vesting date.

F4: The option vested in two equal installments on July 8, 2012 and 2013.

F5: The option vested on July 16, 2012.