Wendy's Co — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wendy's Co (WEN)
CIK: 0000030697
Period of Report: 2016-01-04

Reporting Person: Peltz Matthew H. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Common Stock	A	1577	$10.696	Acquired	5921	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	195430	Indirect
Common Stock	132397	Indirect

Footnotes

F1: Shares were issued pursuant to the Company's 2010 Omnibus Award Plan (the "Plan") in lieu of a Board of Directors retainer fee that would otherwise be
payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date of the meeting fee would otherwise be payable.

F2: All such shares are owned by the Peltz Family Foundation. Mr. Peltz is a trustee of the foundation.

F3: The reporting person disclaims beneficial ownership of these securities 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.

F4: All such shares are owned by the Peltz 2009 Family Trust. Mr. Peltz is a trustee of the trust.