SEC Form 4 · accession 0001209191-18-023033
Wendy's Co · WEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew H. Peltz
Director
Period of report
Apr 2, 2018
Accepted (ET)
Apr 3, 2018 · 4:41 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 | Apr 2, 2018 | A | 990 | $17.03 | A | 32,924 | D | |
| Common StockF2,F3 | holding | — | — | — | 34,035,921 | I | By Trian Partners | |
| Common StockF4,F5 | holding | — | — | — | 195,430 | I | By Peltz Family Foundation | |
| Common StockF5,F6 | holding | — | — | — | 132,397 | I | By Peltz 2009 Family Trust |
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 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 limited partner in Trian Management, a member of Trian Fund Management GP, LLC, the general partner of Trian Management, and a limited partner of certain affiliates of the Trian Funds, and as such has an indirect interest in the shares of the Issuer held by the Trian Funds.
- F3(FN 2, contd.) Mr. Peltz is also a limited partner in Trian Partners GP, L.P. ("Trian GP") and a member of Trian Partners General Partner, LCC, the general partner of Trian GP, and as such has an indirect interest in the shares of the Issuer held by 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 Family Foundation. Mr. Peltz is a trustee of the foundation.
- F5The reporting person disclaims beneficial ownership of these securities 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.
- F6All such shares are owned by the Peltz 2009 Family Trust. Mr. Peltz is a trustee of the trust.