Wendy's Co — Director's Dealing 2018

May 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Wendy's Co (WEN)
CIK: 0000030697
Period of Report: 2018-05-14

Reporting Person: TRIAN FUND MANAGEMENT, L.P. (10% Owner)
Reporting Person: Trian Partners Master Fund, L.P. (10% Owner)
Reporting Person: Trian Partners Parallel Fund I, L.P. (10% Owner)
Reporting Person: Trian Partners, L.P. (10% Owner)
Reporting Person: Trian Partners Strategic Fund-G II, L.P. (10% Owner)
Reporting Person: Trian Partners Strategic Fund-G III, L.P. (10% Owner)
Reporting Person: Trian Partners Strategic Fund-K, L.P. (10% Owner)
Reporting Person: Trian Partners Strategic Fund-C, Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-14	Common Stock	S	725000	$16.4117	Disposed	33310921	Indirect
2018-05-15	Common Stock	S	764000	$16.5316	Disposed	32546921	Indirect
2018-05-16	Common Stock	S	916292	$16.3594	Disposed	31630629	Indirect

Footnotes

F1: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $16.24 to $16.74. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F2: Trian Fund Management GP, LLC ("Trian Management GP") is the general partner (the "GP") of Trian Fund Management, L.P. ("Trian Management"), which 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"), Trian Partners Strategic Fund-G II, L.P. ("Fund-G II"),Trian Partners Strategic Fund-G III, L.P. ("Fund-G III"), Trian Partners Strategic Fund-K, L.P. ("Fund-K") and Trian Partners Strategic Fund-C, Ltd. ("Fund-C" and collectively, the "Trian Funds").

F3: (FN 2, contd.) Trian Partners General Partner, LLC is the GP of Trian Partners GP, L.P. ("Trian GP"), which is the GP of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the GP of Parallel Fund I, Trian Partners Strategic Fund-G II General Partner, LLC is the GP of Trian Partners Strategic Fund-G II GP, L.P., which is the GP of Fund-G II, Trian Partners Strategic Fund-G III General Partner, LLC is the GP of Trian Partners Strategic Fund-G III GP, L.P., which is the GP of Fund-G III, Trian Partners Strategic Fund-K General Partner, LLC is the GP of Trian Partners Strategic Fund-K, GP, L.P., which is the GP of Fund-K and Trian Partners Strategic Fund C General Partner, LLC is the GP of Trian Partners Strategic Fund-C GP, L.P., which is the GP of the feeder fund to Fund-C.

F4: Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F5: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $16.34 to $16.67. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F6: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $16.285 to $16.60. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.