Wendy's Co — Director's Dealing 2015

Jul 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wendy's Co (WEN)
CIK: 0000030697
Period of Report: 2015-07-08

Reporting Person: MAY PETER W (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-08	Common Stock	D	1701656	$11.45	Disposed	5380132	Direct
2015-07-08	Common Stock	D	13232044	$11.45	Disposed	40792537	Indirect

Footnotes

F1: The number of shares in column 4 represents the number of shares Mr. May will sell to the Issuer pursuant to the Stock Purchase Agreement dated June 2, 2015 and the number of shares in column 5 represents the number of shares that Mr. May will beneficially own directly following the closing of such sale. The closing of the sale is expected to occur on July 16, 2015 or such other later date as the parties may agree.

F2: The number of shares in column 4 represents the number of shares the Trian Funds and Trian GP (each as defined below) will sell to the Issuer pursuant to the Stock Purchase Agreement dated June 2, 2015 and the number of shares in column 5 represents the number of shares that the Trian Funds and Trian GP will beneficially own following the closing of such sale. The closing of the sale is expected to occur on July 16, 2015 or such other later date as the parties may agree.

F3: Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund" and collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. May is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and as such is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Funds. Mr. May is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP.

F4: (FN 3, contd.) Accordingly, Mr. May may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Funds and Trian GP. Mr. May disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.