Wendy's Co — Director's Dealing 2017

Dec 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wendy's Co (WEN)
CIK: 0000030697
Period of Report: 2017-12-15

Reporting Person: Wright Robert D. (EVP, COO & International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-17	Common Stock	M	58428.0000	—	Acquired	71296.0000	Direct
2017-12-17	Common Stock	M	3783.0000	—	Acquired	75079.0000	Direct
2017-12-17	Common Stock	F	1874.0000	$15.5525	Disposed	73205.0000	Direct
2017-12-17	Common Stock	F	28930.0000	$15.5525	Disposed	44275.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-15	Restricted Stock Units	$	A	557.0000	Acquired		Common Stock (557.0000)	Direct
2017-12-17	Restricted Stock Units	$	M	3783.0000	Disposed		Common Stock (3783.0000)	Direct
2017-12-17	Restricted Stock Units	$	M	58428.0000	Disposed		Common Stock (58428.0000)	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: Represents dividend equivalent units issued on December 15, 2017.

F4: The restricted stock units vest in two equal installments on December 17, 2017 and December 17, 2018, respectively, subject to Mr. Wright's continued employment with the Company on the applicable vesting date.

F5: The dividend equivalent units had accrued on restricted stock units that vested in full on December 17, 2017; accordingly, the dividend equivalent units vested in full immediately upon being issued on December 17, 2017.

F6: The restricted stock units were granted on December 17, 2014 and vest in The restricted stock units were granted on December 17, 2014 and vest in two equal installments on the third and fourth anniversaries of the grant date. The first installment of 58,428 shares (which does not include the related dividend equivalent units referenced by footnote (5)) vested in full on December 17, 2017. The second installment of 58,428 shares (including the related dividend equivalent units) will vest on December 17, 2018, subject to Mr. Wright's continued employment with the Company on the applicable vesting date.

F7: The restricted stock units were granted on December 17, 2014 and vest in two equal installments on the third and fourth anniversaries of the grant date. The first installment of 58,428 shares (which does not include the related dividend equivalent units referenced by footnote (5)) vested in full on December 17, 2017. The second installment of 58,428 shares (including the related dividend equivalent units) will vest on December 17, 2018, subject to Mr. Wright's continued employment with the Company on the applicable vesting date.