SEC Form 4 · accession 0001209191-15-030475
Wendy's Co · WEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nelson Peltz
Director · 10% Owner
Period of report
Mar 30, 2015
Accepted (ET)
Mar 31, 2015 · 5:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000030697
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 30, 2015 | A | 1,464 | $11.521 | A | 15,662,815 | D | |
| Common StockF2,F3 | holding | — | — | — | 64,800,245 | I | By Trian Partners | |
| Common StockF4,F5 | holding | — | — | — | 209,611 | I | By Peltz 2009 Family Trust | |
| Common StockF5,F6 | holding | — | — | — | 128,804 | I | By Children | |
| Common StockF5 | holding | — | — | — | 70,650 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares 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 retainer fee would otherwise be payable.
- F2Trian Fund Management, L.P ("Trian Management") 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") and Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund" and collectively, the "Trian Entities"), and as such determines the investment and voting decisions of the Trian Entities 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 Entities. 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.
- F3(FN 2, contd.) 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 Entities 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.
- F4All 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.
- F5The 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.
- F6Owned by minor and adult children living in the reporting person's household.