Matthew P Spessard Form 3 Wendy's / Matthew P Spessard ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Spessard Matthew P

(Last)

(First)

(Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBIN

43017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2024

3. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Information Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)⁽¹⁾	⁽²⁾	08/11/2033	Common Stock	10,504	21.53	D
Employee Stock Option (Right to Buy)⁽¹⁾	⁽³⁾	08/12/2032	Common Stock	12,641	21.4	D
Employee Stock Option (Right to Buy)⁽¹⁾	⁽⁴⁾	08/13/2031	Common Stock	8,528	23.7	D
Employee Stock Option (Right to Buy)⁽¹⁾	⁽⁵⁾	08/07/2030	Common Stock	20,890	22.34	D
Restricted Stock Units⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	9,386	0⁽⁸⁾	D

Explanation of Responses:

1. With tandem net exercise and tax withholding rights.

2. The option becomes exercisable as to 3,501 shares on each of August 11, 2024 and 2025 and becomes exercisable as to 3,502 shares on August 11, 2026.

3. The option became exercisable as to 4,213 shares on August 12, 2023 and becomes exercisable as to 4,214 shares on each of August 12, 2024 and 2025.

4. The option became exercisable as to 2,842 shares on August 13, 2022 and 2,843 shares on August 13, 2023 and becomes exercisable as to 2,843 shares on August 13, 2024.

5. The option vested in three equal installments on August 7, 2021, 2022 and 2023 and is currently exercisable as to all 20,890 shares.

6. With tandem dividend equivalent rights and tax withholding rights.

7. Of the restricted stock units, 4,067 (340 of which represent dividend equivalent units) will vest on March 9, 2024; 3,713 (296 of which represent dividend equivalent units) will vest on August 13, 2024; and 1,606 (39 of which represent dividend equivalent units) will vest in three equal installments on August 11, 2024, 2025 and 2026. In each case, the vesting of the restricted stock units is subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

8. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Remarks:

Power of attorney is included with this filing as Exhibit 24.

	/s/ Matthew P Spessard	02/26/2024
	** 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 5 (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.

Matthew P Spessard Form 3Wendy's / Matthew P Spessard ownership change