SC 13G 1 p17-2262sc13g.htm EMINENCE CAPITAL, LP

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 

The Wendy's Company

(Name of Issuer)
 

Common Stock, par value $0.10 per share

(Title of Class of Securities)
 

95058W100

(CUSIP Number)
 

November 14, 2017

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
Q Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No.  95058W100

13GPage 2 of 10 Pages

 

1

NAME OF REPORTING PERSON

Eminence Capital, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) S

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

12,539,078

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

12,539,078

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,539,078

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No.  95058W100

13GPage 3 of 10 Pages

 

1

NAME OF REPORTING PERSON

Eminence GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) S

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

9,441,046

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9,441,046

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,441,046

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.9%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No.  95058W100

13GPage 4 of 10 Pages

 

1

NAME OF REPORTING PERSON

Ricky C. Sandler

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) S

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

12,539,078

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

12,539,078

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,539,078

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No.  95058W100

13GPage 5 of 10 Pages

 

Item 1(a). Name of Issuer
   
  The name of the issuer is The Wendy’s Company (the "Company").  

 

Item 1(b). Address of Issuer's Principal Executive Offices
   
  The Company's principal executive offices are located at One Dave Thomas Blvd., Dublin, Ohio 43017.

 

Item 2. Name of Person Filing:
   
  This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
   
  (i) Eminence Capital, LP, a Delaware limited partnership ("Eminence Capital");
   
  (ii) Eminence GP, LLC, a Delaware limited liability company ("Eminence GP"); and
   
  (iii) Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler").
   
  This statement relates to shares of Common Stock (as defined in Item 2(d) below) held for the accounts of:
   
  (i) Eminence Partners, L.P., a New York limited partnership ("Eminence I"); Eminence Partners II, L.P., a New York limited partnership ("Eminence II"); Eminence Eaglewood Master, L.P., a Delaware limited partnership ("Eminence Eaglewood"); Eminence Partners Long, L.P., a Delaware limited partnership (together with Eminence I, Eminence II and Eminence Eaglewood, the "Partnerships"); as well as Eminence Fund Master, Ltd., a Cayman Islands company ("Eminence Offshore Master Fund"); Eminence Fund Leveraged Master, Ltd., a Cayman Islands company (together with Eminence Offshore Master Fund, the "Master Funds"), and Eminence Fund Long, Ltd., a Cayman Islands Company ("Eminence Offshore Long").  The Partnerships, Master Funds and Eminence Offshore Long are collectively referred to as the "Eminence Funds"; and
   
  (ii) A separately managed account (the “SMA”).
   
  Eminence Capital serves as the management company to the Eminence Funds with respect to the shares of Common Stock directly owned by the Eminence Funds and the investment adviser to the SMA with respect to the shares of Common Stock directly owned by the SMA. Eminence Capital may be deemed to have voting and dispositive power over the shares held for the accounts of the Eminence Funds and the SMA.  
   
  Eminence GP serves as general partner or manager with respect to the shares of Common Stock directly owned by the Partnerships and Master Funds and may be deemed to have voting and dispositive power over the shares held for the accounts of the Partnerships and Master Funds.

 

 

CUSIP No.  95058W100

13GPage 6 of 10 Pages

 

  Mr. Sandler is the Chief Executive Officer of Eminence Capital and the Managing Member of Eminence GP and may be deemed to have voting and dispositive power with respect to the shares of Common Stock directly owned by the Eminence Funds and the SMA, as applicable.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the beneficial owner of the shares of Common Stock reported herein.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:
   
  The address of the principal business and principal office of Eminence GP and Eminence Capital is 65 East 55th Street, 25th Floor, New York, NY  10022.  The business address of Mr. Sandler is 65 East 55th Street, 25th Floor, New York, NY  10022.

 

 

Item 2(c). Citizenship
   
  (i) Eminence Capital, a Delaware limited partnership;
   
  (ii) Eminence GP, a Delaware limited liability company; and
   
  (iii) Mr. Sandler is a United States citizen.

 

Item 2(d). Title of Class of Securities
   
  Common Stock, $0.10 par value (the "Common Stock").

 

Item 2(e). CUSIP Number
   
  95058W100

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

CUSIP No.  95058W100

13GPage 7 of 10 Pages

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),  
  please specify the type of institution:    
         

 

Item 4. Ownership
   
  A.  Eminence Capital, LP
  (a) Amount beneficially owned: 12,539,078
  (b) Percent of class: 5.2%.  The percentages used herein and in the rest of Item 4 are calculated based upon the 242,196,738 shares of Common Stock outstanding as of November 2, 2017, as set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2017 filed with the Securities and Exchange Commission on November 8, 2017.
  (c) (i) Sole power to vote or direct the vote: 0
    (ii) Shared power to vote or direct the vote: 12,539,078
    (iii) Sole power to dispose or direct the disposition: 0
    (iv) Shared power to dispose or direct the disposition: 12,539,078

 

  B.  Eminence GP, LLC
  (a) Amount beneficially owned: 9,441,046
  (b) Percent of class: 3.9%
  (c) (i) Sole power to vote or direct the vote: 0
    (ii) Shared power to vote or direct the vote: 9,441,046
    (iii) Sole power to dispose or direct the disposition: 0
    (iv) Shared power to dispose or direct the disposition: 9,441,046

 

  C.  Ricky C. Sandler
  (a) Amount beneficially owned: 12,539,078
  (b) Percent of class: 5.2%
  (c) (i) Sole power to vote or direct the vote: 0
    (ii) Shared power to vote or direct the vote: 12,539,078
    (iii) Sole power to dispose or direct the disposition: 0
    (iv) Shared power to dispose or direct the disposition: 12,539,078

 

CUSIP No.  95058W100

13GPage 8 of 10 Pages

 

Item 5. Ownership of Five Percent or Less of a Class
   
  Not Applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
  Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.
   
  Not Applicable.

 

Item 9. Notice of Dissolution of Group.
   
  Not Applicable.

 

Item 10. Certification

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No.  95058W100

13GPage 9 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: November 24, 2017 

  /s/ Ricky C. Sandler
  Ricky C. Sandler, individually; as
  Managing Member of Eminence Capital GP, LLC, the General Partner of Eminence Capital, LP;
  and as Managing Member of Eminence GP, LLC

 

 

 

 

 

 

CUSIP No.  95058W100

13GPage 10 of 10 Pages

 

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: November 24, 2017

 

  /s/ Ricky C. Sandler
  Ricky C. Sandler, individually; as
  Managing Member of Eminence Capital GP, LLC, the General Partner of Eminence Capital, LP;
  and as Managing Member of Eminence GP, LLC