SEC FORM 4

SEC Form 4

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^*

MAY JONATHAN P

(Last)

(First)

(Middle)

TRIARC COMPANIES, INC.

280 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRIARC COMPANIES INC [ (TRY) ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/15/2004		M		5,000	A	$0⁽¹⁾⁽²⁾	6,251	D
Class A Common Stock	01/15/2004		S		1,000	D	$12.11⁽¹⁾⁽²⁾	5,251	D
Class A Common Stock	01/15/2004		S		100	D	$12.05⁽¹⁾⁽²⁾	5,151	D
Class A Common Stock	01/15/2004		S		200	D	$12⁽¹⁾⁽²⁾	4,951	D
Class A Common Stock	01/15/2004		S		500	D	$11.99⁽¹⁾⁽²⁾	4,451	D
Class A Common Stock	01/15/2004		S		1,100	D	$11.89⁽¹⁾⁽²⁾	3,351	D
Class A Common Stock	01/15/2004		S		2,100	D	$11.87⁽¹⁾⁽²⁾	1,251	D
Class B Common Stock, Series 1	01/15/2004		M		10,000	A	$0⁽¹⁾⁽²⁾	10,000	D
Class B Common Stock, Series 1	01/15/2004		S		3,800	D	$11.61⁽¹⁾⁽²⁾	6,200	D
Class B Common Stock, Series 1	01/15/2004		S		800	D	$11.59⁽¹⁾⁽²⁾	5,400	D
Class B Common Stock, Series 1	01/16/2004		D		2,000	D	$11.1⁽¹⁾⁽²⁾	3,400	D
Class B Common Stock, Series 1	01/16/2004		S		3,400	D	$11.15⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)⁽³⁾	$16.875	01/15/2004		M			5,000⁽¹⁾⁽²⁾	⁽⁴⁾	03/15/2009	Class A Common Stock⁽¹⁾⁽²⁾	0	$0	10,000	D

Explanation of Responses:

1. On August 11, 2003, Triarc Companies, Inc. (Triarc) declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1 for each share of Class A Common Stock outstanding. As a result of the stock dividend, each outstanding option granted under Triarc's 1993 Equity Participation Plan was adjusted so that each such option outstanding as of August 21, 2003, became exercisable for both one share of Class A Common and two shares of Class B Common Stock, Series 1.

2. This employee stock option was previously reported as an option for 15,000 shares of Class A Common Stock at an exercise price of $16.875 per share, but was adjusted to reflect the stock dividend referred to in note (1) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, 30,000 shares of Class B Common Stock, Series 1 for no additional consideration.

3. With tandem tax withholding rights.

4. The option vested in three equal installments on March 15, 2000, 2001 and 2002.

Remarks:

	/s/ May, Jonathan P.	01/20/2004
	** 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).
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