| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Wendy's Co [ WEN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/25/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/25/2021 | S(1) | 161,922 | D | $23.4919(2) | 26,044,017 | I | Please see explanation below(3)(4)(5) | ||
| Common Stock | 08/26/2021 | S(1) | 50,000 | D | $23.3291(6) | 25,994,017 | I | Please see explanation below(3)(4)(5) | ||
| Common Stock | 08/27/2021 | S(1) | 382,403 | D | $23.3831(7) | 25,611,614 | I | Please see explanation below(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The sales reported in this Form 4 were done for portfolio management purposes. |
| 2. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $23.40 - $23.535. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 3. Trian Fund Management GP, LLC ("Trian Management GP") is the general partner (the "GP") of Trian Fund Management, L.P. ("Trian Management"). 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"), Trian Partners Strategic Fund-G II, L.P. ("Fund-G II"), Trian Partners Strategic Fund-G III, L.P. ("Fund-G III"), Trian Partners Strategic Fund-K, L.P. ("Fund-K"), and Trian Partners Strategic Fund-C, Ltd. ("Fund-C" 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. |
| 4. (FN3, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the GP of Trian Partners GP, L.P. ("Trian GP"), which is the GP of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the GP of Parallel Fund I, Trian Partners Strategic Fund-G II General Partner, LLC is the GP of Trian Partners Strategic Fund-G II GP, L.P., which is the GP of Fund-G II, Trian Partners Strategic Fund-G III General Partner, LLC is the GP of Trian Partners Strategic Fund-G III GP, L.P., which is the GP of Fund-G III, Trian Partners Strategic Fund-K General Partner, LLC is the GP of Trian Partners Strategic Fund-K GP, L.P., which is the GP of Fund-K, and Trian Partners Strategic Fund-C General Partner, LLC is the GP of Trian Partners Strategic Fund-C GP, L.P, which is the GP of the feeder fund to Fund-C. |
| 5. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. |
| 6. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $23.30 - $23.37. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 7. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $23.30 to $23.455. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| Remarks: |
| Nelson Peltz, Peter W. May and Edward P. Garden are members of Trian Management GP, which is the GP of Trian Management, and as such are in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Funds, and are members of Trian GP, LLC, which is the GP of Trian GP, and as such are in a position to determine the investment and voting decisions made on behalf of Trian GP. Matthew Peltz ("M. Peltz") is a limited partner in Trian Management and a member of Trian GP LLC and as such has an indirect interest in the shares of the Issuer held by the Trian Funds, and a limited partner in Trian GP and a member of Trian GP LLC and as such has an indirect interest in the shares of the Issuer held by Trian GP. Messrs. Peltz, May, Garden and M. Peltz currently report their holdings and transactions in the Issuer's securities in separate filings. The holdings of the securities of the Issuer and the transactions reported in this filing are also reported in the filings made by each of Messrs. Peltz, May, Garden and M. Peltz and in each case relate to the same securities (reported as indirectly held by them) and transactions. Each of Messrs. Peltz, May, Garden and M. Peltz disclaims beneficial ownership of the securities covered by this statement except to the extent of the pecuniary interest of such person in such securities. |
| Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, General Partner, By: Edward P. Garden, Member | 08/27/2021 | |
| Edward P. Garden, member of the general partner of the general partner of Trian Partners Master Fund, L.P. | 08/27/2021 | |
| Edward P. Garden, member of the general partner of Trian Partners Parallel Fund I, L.P. | 08/23/2021 | |
| Edward P. Garden, member of the general partner of the general partner of Trian Partners, L.P. | 08/27/2021 | |
| Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Fund-G II, L.P. | 08/27/2021 | |
| Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Fund-G III, L.P. | 08/27/2021 | |
| Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Fund-K, L.P. | 08/27/2021 | |
| Edward P. Garden, Director of Trian Partners Strategic Fund-C, Ltd. | 08/27/2021 | |
| Edward P. Garden, member of Trian Fund Management GP, LLC | 08/27/2021 | |
| Edward P. Garden, member of the general partner of Trian Partners GP, L.P. | 08/27/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
