SEC Form 4 · accession 0001209191-15-060344

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

Jul 8, 2015

Accepted (ET)

Jul 9, 2015 · 7:08 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 Stock^F1	Jul 8, 2015	D	3,200,736	$11.45	D	9,863,483	D
Common Stock^F2,F3,F4	Jul 8, 2015	D	13,232,044	$11.45	D	40,792,537	I	By Trian Partners
Common Stock^F5,F6,F7	Jul 8, 2015	D	42,357	$11.45	D	132,397	I	By Peltz 2009 Family Trust
Common Stock^F8,F7,F9	Jul 8, 2015	D	25,892	$11.45	D	81,494	I	By Children
Common Stock^F10,F7	Jul 8, 2015	D	14,733	$11.45	D	44,169	I	By Spouse

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The number of shares in column 4 represents the number of shares Mr. Peltz will sell to the Issuer pursuant to the Stock Purchase Agreement dated June 2, 2015 and the number of shares in column 5 represents the number of shares that Mr. Peltz will beneficially own directly following the closing of such sale. The closing of the sale is expected to occur on July 16, 2015 or such other later date as the parties may agree.
F10The number of shares in column 4 represents the number of shares Mr. Peltz's spouse will sell to the Issuer pursuant to the Stock Purchase Agreement dated June 2, 2015 and the number of shares in column 5 represents the number of shares that Mr. Peltz's spouse will beneficially own directly following the closing of such sale. The closing of the sale is expected to occur on July 16, 2015 or such other later date as the parties may agree.
F2The number of shares in column 4 represents the number of shares the Trian Funds and Trian GP (each as defined below) will sell to the Issuer pursuant to the Stock Purchase Agreement dated June 2, 2015 and the number of shares in column 5 represents the number of shares that the Trian Funds and Trian GP will beneficially own following the closing of such sale. The closing of the sale is expected to occur on July 16, 2015 or such other later date as the parties may agree.
F3Trian 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 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. 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.
F4(FN 3, 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 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.
F5The number of shares in column 4 represents the number of shares the Peltz 2009 Family Trust will sell to the Issuer pursuant to the Stock Purchase Agreement dated June 2, 2015 and the number of shares in column 5 represents the number of shares that the Peltz 2009 Family Trust will beneficially own following the closing of such sale. The closing of the sale is expected to occur on July 16, 2015 or such other later date as the parties may agree.
F6All 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.
F7The 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.
F8The number of shares in column 4 represents the aggregate number of shares Mr. Peltz's minor and adult children will sell to the Issuer pursuant to the Stock Purchase Agreement dated June 2, 2015 and the number of shares in column 5 represents the aggregate number of shares that Mr. Peltz's minor and adult children will beneficially own following the closing of such sale. The closing of the sale is expected to occur on July 16, 2015 or such other later date as the parties may agree.
F9Owned by minor and adult children living in the reporting person's household.

Remarks

The transactions involving securities of the Issuer referred to as being beneficially owned by Trian Partners that are reported in this filing are the same securities and transactions reported separately in Form 4s filed by Trian Fund Management, L.P.; Trian Partners General Partner, LLC; Trian Fund Management GP, LLC; Trian Partners Parallel Fund I General Partner, LLC; Trian Partners Strategic Investment Fund General Partner, LLC; Trian Partners GP, L.P.; Trian Partners, L.P.; Trian Partners Master Fund, L.P.; Trian Partners Parallel Fund I, L.P.; Trian Partners Strategic Investment Fund, L.P. and Trian Partners Strategic Investment Fund GP, L.P. (collectively, the "Trian Entities"). The shares of the Issuer referred to in this filing as beneficially owned by Trian Partners are the same shares as those reported to be beneficially owned by the Trian Entities in such Form 4s.