Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-032625
Date:2020-05-27
Issuer: WENDY'S CO (WEN)
Original Submission Date:

Reporting Person:

PELTZ NELSON
280 PARK AVENUE
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 2020-05-27 A 5,280 a $0.00 9,931,483 direct
COMMON STOCK 2020-05-27 0 $0.00 26,630,629 indirect f2
COMMON STOCK 2020-05-27 0 $0.00 132,397 indirect f4
COMMON STOCK 2020-05-27 0 $0.00 81,494 indirect f5
COMMON STOCK 2020-05-27 0 $0.00 44,169 indirect 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 trian fund management, l.p. ("trian management") serves as the management company for trian partners, l.p., trian partners master fund, l.p., trian partners parallel fund i, l.p., trian partners strategic fund-g ii l.p., trian partners strategic fund-g iii, l.p., trian partners strategic fund-k, l.p., and trian partners strategic fund-c, ltd. (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. peltz 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.
f2 (fn 2, contd.) mr. peltz 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. accordingly, mr. peltz 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. peltz 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.
f3 all such shares are owned by the peltz 2009 family trust for the benefit of mr. peltz's children. mr. peltz's spouse is a trustee of the trust.
f4 the reporting person disclaims beneficial ownership of these securities, 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.
f5 owned by minor and adult children living in the reporting person's household.
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