SEC Form 4 · accession 0001225208-17-018932
Wendy's Co · WEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert D. Wright
Officer — EVP, COO & International
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 6:19 pm EST
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 | Dec 17, 2017 | M | 58,428 | $0.00 | A | 71,296 | D | |
| Common StockF1 | Dec 17, 2017 | M | 3,783 | $0.00 | A | 75,079 | D | |
| Common Stock | Dec 17, 2017 | F | 1,874 | $15.5525 | D | 73,205 | D | |
| Common Stock | Dec 17, 2017 | F | 28,930 | $15.5525 | D | 44,275 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3,F1,F4 | — | Dec 15, 2017 | A | 557 | A | — | — | Common Stock | 557 | 124,423 | D |
| Restricted Stock UnitsF2,F1,F5 | — | Dec 17, 2017 | M | 3,783 | D | — | — | Common Stock | 3,783 | 120,640 | D |
| Restricted Stock UnitsF2,F1,F6,F7 | — | Dec 17, 2017 | M | 58,428 | D | — | — | Common Stock | 58,428 | 62,212 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F2With tandem dividend equivalent rights and tax withholding rights.
- F3Represents dividend equivalent units issued on December 15, 2017.
- F4The restricted stock units vest in two equal installments on December 17, 2017 and December 17, 2018, respectively, subject to Mr. Wright's continued employment with the Company on the applicable vesting date.
- F5The dividend equivalent units had accrued on restricted stock units that vested in full on December 17, 2017; accordingly, the dividend equivalent units vested in full immediately upon being issued on December 17, 2017.
- F6The restricted stock units were granted on December 17, 2014 and vest in The restricted stock units were granted on December 17, 2014 and vest in two equal installments on the third and fourth anniversaries of the grant date. The first installment of 58,428 shares (which does not include the related dividend equivalent units referenced by footnote (5)) vested in full on December 17, 2017. The second installment of 58,428 shares (including the related dividend equivalent units) will vest on December 17, 2018, subject to Mr. Wright's continued employment with the Company on the applicable vesting date.
- F7The restricted stock units were granted on December 17, 2014 and vest in two equal installments on the third and fourth anniversaries of the grant date. The first installment of 58,428 shares (which does not include the related dividend equivalent units referenced by footnote (5)) vested in full on December 17, 2017. The second installment of 58,428 shares (including the related dividend equivalent units) will vest on December 17, 2018, subject to Mr. Wright's continued employment with the Company on the applicable vesting date.