Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-16-153768
Date:2016-12-02
Issuer: WENDY'S CO (WEN)
Original Submission Date:

Reporting Person:

TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE
41ST FLOOR NEW YORK, NY 10017

Reporting Person:

TRIAN PARTNERS GP, L.P.
280 PARK AVENUE
41ST FLOOR NEW YORK, NY 10017

Reporting Person:

TRIAN PARTNERS STRATEGIC INVESTMENT FUND GP, L.P.
280 PARK AVENUE
41ST FLOOR NEW YORK, NY 10017

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2016-12-02 P 1,540,084 a $12.62 42,332,621 indirect f2,f3,f4
COMMON STOCK 2016-12-05 P 900,000 a $12.85 43,232,621 indirect f2,f3,f4
COMMON STOCK 2016-12-06 P 1,303,300 a $12.96 44,535,921 indirect f2,f3,f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the price shown in column 4 is a weighted average purchase price. the price range for the purchases is $12.5750 to $12.7500. 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 purchased 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 investment fund, l.p. ("strategic fund"), 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 investment fund general partner, llc is the gp of trian partners strategic investment fund gp, l.p., which is the gp of strategic fund, 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 purchase price. the price range for the purchases is $12.73 to $12.915. 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 purchased at each separate price.
f6 the price shown in column 4 is a weighted average purchase price. the price range for the purchases is $12.85 to $13.07. 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 purchased at each separate price.
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