SEC Form 4 · accession 0001209191-16-110425
Wendy's Co · WEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward P Garden
10% Owner
Period of report
Feb 12, 2016
Accepted (ET)
Mar 24, 2016 · 4:55 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 | Feb 12, 2016 | M | 4,000 | $5.20 | A | 239,081 | D | |
| Common Stock | Feb 12, 2016 | F | 2,227 | $9.34 | D | 236,854 | D | |
| Common Stock | Feb 12, 2016 | M | 8,000 | $5.24 | A | 244,854 | D | |
| Common Stock | Feb 12, 2016 | F | 4,489 | $9.34 | D | 240,365 | D | |
| Common StockF1,F2 | holding | — | — | — | 40,792,537 | I | By Trian Partners |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $5.20 | Feb 12, 2016 | M | 4,000 | D | — | Sep 15, 2018 | Common Stock | 4,000 | 0 | D |
| Stock Option (right to buy)F3 | $5.24 | Feb 12, 2016 | M | 8,000 | D | — | Sep 15, 2018 | Common Stock | 8,000 | 0 | D |
Explanation of responses
- F1Trian 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. Garden 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. Garden 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.
- F2(FN 1, contd.) Accordingly, Mr. Garden 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. Garden 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.
- F3The option vested in two equal installments on September 15, 2009 and September 15, 2010.