SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 44)*

THE WENDY’S COMPANY

(Name of Issuer)

COMMON STOCK, PAR VALUE $.10 PER SHARE

(Title of Class of Securities)

95058W100

(CUSIP Number)

PETER W. MAY
280 PARK AVENUE
NEW YORK, NEW YORK 10017
TEL. NO.: (212) 451-3000 BRIAN L. SCHORR, ESQ.
CHIEF LEGAL OFFICER
TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE, 41^st FLOOR
NEW YORK, NEW YORK 10017
 TEL. NO.:(212) 451-3000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 2, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The Information required on 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				Page 2 of  21
1	NAME OF REPORTING PERSON NELSON PELTZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
		8	SHARED VOTING POWER (See Item 5) 89,541,987
		9	SOLE DISPOSITIVE POWER (See Item 5) 15,682,414
		10	SHARED DISPOSITIVE POWER (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 89,541,987
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.63%*
14	TYPE OF REPORTING PERSON IN

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 3 of  21
1	NAME OF REPORTING PERSON PETER W. MAY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5)
		8	SHARED VOTING POWER (See Item 5) 89,435,162
		9	SOLE DISPOSITIVE POWER (See Item 5) 8,338,539
		10	SHARED DISPOSITIVE POWER (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 89,435,162
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.61%*
14	TYPE OF REPORTING PERSON IN

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 4 of  21
1	NAME OF REPORTING PERSON EDWARD P. GARDEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5) 385,118
		8	SHARED VOTING POWER (See Item 5) 64,800,245
		9	SOLE DISPOSITIVE POWER (See Item 5) 385,118
		10	SHARED DISPOSITIVE POWER (See Item 5) 64,800,245
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 65,185,363
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.93%*
14	TYPE OF REPORTING PERSON IN

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 5 of  21
1	NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5) 0
		8	SHARED VOTING POWER (See Item 5) 64,800,245
		9	SOLE DISPOSITIVE POWER (See Item 5) 0
		10	SHARED DISPOSITIVE POWER (See Item 5) 64,800,245
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 64,800,245
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.83%*
14	TYPE OF REPORTING PERSON PN

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 6 of  21
1	NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5) 0
		8	SHARED VOTING POWER (See Item 5) 64,800,245
		9	SOLE DISPOSITIVE POWER (See Item 5) 0
		10	SHARED DISPOSITIVE POWER (See Item 5) 64,800,245
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 64,800,245
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.83%*
14	TYPE OF REPORTING PERSON OO

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 7 of  21
1	NAME OF REPORTING PERSON Trian Partners GP, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453775
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5) 0
		8	SHARED VOTING POWER (See Item 5) 19,769
		9	SOLE DISPOSITIVE POWER (See Item 5) 0
		10	SHARED DISPOSITIVE POWER (See Item 5) 19,769
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 19,769
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01%*
14	TYPE OF REPORTING PERSON PN

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 8 of  21
1	NAME OF REPORTING PERSON Trian Partners General Partner, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453595
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5) 0
		8	SHARED VOTING POWER (See Item 5) 19,769
		9	SOLE DISPOSITIVE POWER (See Item 5) 0
		10	SHARED DISPOSITIVE POWER (See Item 5) 19,769
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 19,769
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01%*
14	TYPE OF REPORTING PERSON OO

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 9 of  21
1	NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5) 0
		8	SHARED VOTING POWER (See Item 5) 18,415,979
		9	SOLE DISPOSITIVE POWER (See Item 5) 0
		10	SHARED DISPOSITIVE POWER (See Item 5) 18,415,979
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 18,415,979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.07%*
14	TYPE OF REPORTING PERSON PN

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 10 of  21
1	NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5) 0
		8	SHARED VOTING POWER (See Item 5) 39,523,894
		9	SOLE DISPOSITIVE POWER (See Item 5) 0
		10	SHARED DISPOSITIVE POWER (See Item 5) 39,523,894
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 39,523,894
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.87%*
14	TYPE OF REPORTING PERSON PN

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 11 of  21
1	NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5) 0
		8	SHARED VOTING POWER (See Item 5) 1,861,851
		9	SOLE DISPOSITIVE POWER (See Item 5) 0
		10	SHARED DISPOSITIVE POWER (See Item 5) 1,861,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,861,851
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.51%*
14	TYPE OF REPORTING PERSON PN

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

CUSIP NO. 95058W100				Page 12 of  21
1	NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 37-1593120
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  [_] (b)  [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (See Item 5) 0
		8	SHARED VOTING POWER (See Item 5) 4,978,752
		9	SOLE DISPOSITIVE POWER (See Item 5) 0
		10	SHARED DISPOSITIVE POWER (See Item 5) 4,978,752
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 4,978,752
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.37%*
14	TYPE OF REPORTING PERSON PN

________________________

^* This percentage is calculated based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015.

AMENDMENT NO. 44 TO SCHEDULE 13D

This Amendment No. 44 amends and supplements the Schedule 13D dated October 13, 1992 (the “Original Statement”), as amended and restated by Amendment No. 6 dated May 3, 1993, as amended by Amendment No. 7 dated February 14, 1996, as amended by Amendment No. 8 dated October 13, 1998, as amended by Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May 4, 1999, as amended by Amendment No. 11 dated November 12, 2002, as amended by Amendment No. 12 dated April 25, 2003, as amended by Amendment No. 13 dated July 1, 2003, as amended by Amendment No. 14 dated September 24, 2003, as amended by Amendment No. 15 dated December 4, 2003, as amended by Amendment No. 16 dated January 15, 2004, as amended by Amendment No. 17 dated April 20, 2004, as amended by Amendment No. 18 dated June 29, 2004, as amended by Amendment No. 19 dated July 23, 2004, as amended by Amendment No. 20 dated May 23, 2005, as amended by Amendment No. 21 dated January 6, 2006, as amended by Amendment No. 22 dated February 23, 2006, as amended by Amendment No. 23 dated December 26, 2006, as amended by Amendment No. 24 dated April 23, 2008, as amended by Amendment No. 25 dated September 16, 2008, as amended by Amendment No. 26 dated September 23, 2008, as amended by Amendment No. 27 dated September 25, 2008, as amended by Amendment No. 28 dated October 1, 2008 (“Amendment 28”), as amended by Amendment No. 29 dated October 8, 2008, as amended by Amendment No. 30 dated November 6, 2008, as amended by Amendment No. 31 dated November 25, 2008, as amended by Amendment No. 32 dated December 5, 2008, as amended by Amendment No. 33 dated December 8, 2008, as amended by Amendment No. 34 dated December 11, 2008, as amended by Amendment 35 dated April 1, 2009, as amended by Amendment 36 dated March 9, 2010, as amended by Amendment 37 dated June 10, 2010, as amended by Amendment 38 dated February 2, 2011, as amended by Amendment 39 dated December 1, 2011 as amended by Amendment No. 40 dated February 6, 2012, as amended by Amendment No. 41 dated January 14, 2014, as amended by Amendment No. 42 dated January 15, 2014, and as amended by Amendment No. 43 dated September 18, 2014 (“Amendment No. 43”) (the Original Statement, as so amended shall be known as the “Statement”), with respect to the (i) the Common Stock, par value $.10 per share (the “Common Stock”), of The Wendy’s Company (the “Company,” formerly known as Wendy’s/Arby’s Group, Inc. and, before that, Triarc Companies, Inc., a Delaware corporation (“Triarc”) and successor by merger to Triarc Companies, Inc., an Ohio corporation formerly named DWG Corporation) for periods commencing on or after May 28, 2009, (ii) the Common Stock, par value $.10 per share, of Triarc (through September 29, 2008, the date of the closing of the acquisition of Wendy’s described in Item 4) and of the Company for the period commencing on September 30, 2008 and ending on May 27, 2009 (the “Class A Common Stock”), and (iii) for periods prior to September 30, 2008, the Class B Common Stock, Series 1, par value $.10 per share, of Triarc (the “Class B Common Stock”). Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the Statement.

Except as set forth below, there are no changes to the information set forth in the Statement (including, without limitation, to “Item 4. Purpose of Transaction”). As noted in Amendment Nos. 14 through 28, all references in the Statement to “Common Stock” shall, for periods prior to September 29, 2008, the date of the closing of the acquisition of Wendy’s (see Item 4), be deemed to refer to the Class A Common Stock of Triarc.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by the following:

Since the filing of Amendment No. 43, each of Messrs. Peltz, May and Garden, in their capacities as directors of the Company, received 2,083 shares of Common Stock on September 29, 2014, 1,930 shares of Common Stock on December 29, 2014 and 1,464 shares of Common Stock on March 30, 2015, in each case from the Company in lieu of a Board of Directors retainer fee pursuant to the terms of the Company’s 2010 Omnibus Award Plan. On June 1, 2015, each of Messrs. Peltz, May and Garden also received 7,599 restricted shares of Common Stock, in each case from the Company upon their re-election to the Board of Directors, pursuant to the terms of the Company’s 2010 Omnibus Award Plan. In addition, on May 19, 2015 Mr. May received 185 shares of Common Stock from the Company in lieu of a Board of Directors meeting fee pursuant to the terms of the Company’s 2010 Omnibus Award Plan.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by the following:

On June 3, 2015, the Company announced that it is commencing a modified “Dutch auction” tender offer to repurchase shares of Common Stock for an aggregate purchase price of up to $639.0 million (the “Offer”). For portfolio management purposes, the Filing Persons and certain of their family members and affiliates whose shares of Common Stock may be deemed to be beneficially owned by certain of the Filing Persons (see Item 5) (such family members and affiliates, together with the Filing Persons, the “Trian Group”), had originally considered selling in the Offer. However, at the Company’s request, following consultation by the Company with its financial advisor, in order to maximize liquidity for other shareholders, not impact the purchase price received by shareholders participating in the Offer and provide full transparency and certainty regarding the Trian Group’s participation in the Company’s stock buyback program, the Trian Group determined that they will not tender or sell any of their shares of Common Stock in the Offer and will instead sell a portion of their shares of Common Stock to the Company following completion of the Offer. Under a purchase agreement among the Trian Group and the Company (the “Purchase Agreement”), the Company has agreed to purchase a pro rata amount of the shares of Common Stock held by the Trian Group following the completion of the Offer. Specifically, the Trian Group will sell to the Company a number of shares of Common Stock equal to the total number of outstanding shares held by the Trian Group as of May 29, 2015, multiplied by the quotient of the total number of shares acquired by the Company in the Offer and the total number of shares of Common Stock outstanding as of May 29, 2015, exclusive of shares held by the Trian Group, at a purchase price per share equal to the purchase price paid by the Company in the Offer (the “Trian Sale”). The Purchase Agreement also provides that the Company shall not reduce the price range or aggregate consideration to be paid in the Offer without the Trian Group’s prior written consent. The closing of the Trian Sale is subject to the successful completion of the Offer and other customary conditions and will not occur until at least 11 business days following the termination of the Offer.

Because of anticipated federal income tax consequences with respect to the sale of the Trian Group’s shares of Common Stock to the Company under the Purchase Agreement, the Trian Group intends as part of the same plan both to sell shares of Common Stock to the Company and, over the next few months, to effect sales in the open market and/or privately negotiated transactions during the pendency of or, subject to applicable law and applicable policies and practices of the Company, after consummation of the Offer. In the aggregate, the Trian Group plans to sell such number of shares of Common Stock in the Trian Sale and in open market and/or privately negotiated transactions as would reduce the aggregate percentage of Common Stock held by the Trian Group to not less than 17% and not more than 19.68% of the outstanding shares of Common Stock following the consummation of the Offer, the Trian Sale and such sales. The exact number of shares to be sold by the Trian Group in

open market and/or privately negotiated transactions will be determined by the Trian Group in their sole discretion, based upon, among other things, market conditions, and such sales may be at prices that are more or less favorable than the purchase price to be paid to the Company’s stockholders pursuant to the Offer. The number of shares the Trian Group plans to sell is designed to result in at least a 20% reduction of the Trian Group’s ownership of Common Stock in order to avoid adverse federal income tax consequences. Immediately following the consummation of such sales, the Trian Group will still be the Company’s largest stockholder based on current share ownership information on file with the Securities and Exchange Commission (“SEC”). Mr. Peltz serves as the Chairman of the Board of Directors of the Company, Mr. May serves as Vice Chairman of the Board of Directors of the Company and Mr. Garden serves as a director of the Company and each of Messrs. Peltz, May and Garden will continue to serve in such capacities following the consummation of such sales.

The Filing Persons also intend to review alternatives with respect to their investment in the Company on a continuing basis. Depending on various factors, including, without limitation, the Company's financial position, results of operations and strategic direction, price levels of the Common Stock, conditions in the securities and credit markets, general economic and industry conditions, the Filing Persons’ overall investment strategies and other investment opportunities available to the Filing Persons and capital availability and applicable regulatory and legal constraints, the Filing Persons may, from time to time and at any time in the future, take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, communicating with the Company’s other stockholders, industry participants and other interested or relevant parties about the Company, purchasing additional securities of the Company, entering into financial instruments or other agreements which increase or decrease the Filing Persons’ economic exposure with respect to their investment in the Company and/or changing the form of ownership of securities of the Company by the Filing Persons, selling some or all of their holdings in the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Filing Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(1) Part (a) of Item 5 of the Statement is amended by deleting (i) the eleventh through seventeenth paragraphs thereof and replacing them with the following:

Mr. Peltz directly owns and has the sole power to dispose of and the shared power to vote 15,682,414 shares of Common Stock. Included in such shares are 12,000 shares issuable with respect to stock options exercisable by Mr. Peltz within 60 days of the date of this Statement. Mr. May directly owns and has the sole power to dispose of and the shared power to vote 8,338,539 shares of Common Stock. Included in such shares are 12,000 shares issuable with respect to stock options exercisable by Mr. May within 60 days of the date of this Statement. Mr. Garden directly owns and has the sole power to dispose of and vote 385,118 shares of Common Stock. Included in such shares are 12,000 shares issuable with respect to stock options exercisable by Mr. Garden within 60 days of the date of this Statement.

Claudia Peltz, Mr. Peltz’s wife, is the beneficial owner of 70,650 shares of Common Stock. These shares were previously beneficially owned by the Peltz L.P., the general partner of which was a limited liability company of which Ms. Peltz was the sole member. The Peltz 2009 Family Trust is the beneficial owner of 209,611 shares of Common Stock. Mrs. Peltz, one of Mr. Peltz’s adult children and an unrelated person serve as the trustees of the Peltz 2009 Family Trust. The shares held by the Peltz 2009 Family Trust were previously beneficially owned by the NP 2009 GRAT, a trust of which Mr. Peltz was the sole trustee. In addition, certain of Mr. Peltz’s children are the beneficial owners of 128,804 shares of Common Stock, including 600 shares of common stock beneficially owned by certain of Mr. Peltz’s adult children that live in his household (the “Peltz Adult Children”).

Mr. Peltz may be deemed to beneficially own the shares of Common Stock owned by Ms. Peltz, the Peltz 2009 Family Trust and his children. Mr. Peltz disclaims beneficial ownership of such shares.

The Peltz Family Foundation is the beneficial owner of 311,724 shares of Common Stock. Mr. and Mrs. Peltz, one of their adult children and an unrelated person serve as the trustees of the Peltz Family Foundation. Mr. Peltz may be deemed to beneficially own the shares of Common Stock owned by the Peltz Family Foundation. Mr. Peltz disclaims beneficial ownership of such shares.

The May Family Foundation is the beneficial owner of 276,149 shares of Common Stock. Mr. and Mrs. May and their two adult children serve as the directors of the May Family Foundation. Mr. May may be deemed to beneficially own the shares of Common Stock owned by the May Family Foundation. Mr. May disclaims beneficial ownership of such shares.

Pursuant to the Voting Agreement, Mr. Peltz may also be deemed to share voting power (but has no dispositive power) with respect to 8,338,539 shares of the Common Stock beneficially owned by Mr. May (excluding shares beneficially owned by the May Family Foundation, but including shares issuable with respect to stock options exercisable by Mr. May within 60 days of the date of this Statement), and Mr. May may also be deemed to share voting power (but has no dispositive power) with respect to 15,682,414 shares of the Common Stock beneficially owned by Mr. Peltz (excluding shares beneficially owned by Ms. Peltz, the Peltz Adult Children and the Peltz Family Foundation, but including shares issuable with respect to stock options exercisable by Mr. Peltz within 60 days of the date of this Statement). Accordingly, Mr. Peltz may be deemed to beneficially own such shares of Common Stock beneficially owned by Mr. May, and Mr. May may be deemed to beneficially own such shares of Common Stock beneficially owned by Mr. Peltz.

Trian Onshore directly owns 18,415,979 shares of Common Stock, Trian Master Fund directly owns 39,523,894 shares of Common Stock, Parallel Fund I directly owns 1,861,851 shares of Common Stock, Trian GP directly owns 19,769 shares of Common Stock and Strategic Fund directly owns 4,978,752 shares of Common Stock. Mr. Peltz, Mr. May and Mr. Garden, by virtue of their relationships to Trian Onshore, Trian Master Fund, Parallel Fund I, Strategic Fund, Trian GP, Trian GP LLC, Trian Management and Trian Management GP (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own the shares of Common Stock owned by Trian Onshore, Trian Master Fund, Parallel Fund I, Strategic Fund and Trian GP. Mr. Peltz, Mr. May and Mr. Garden disclaim beneficial ownership of such shares.

As a result, Mr. Peltz may be deemed to beneficially own an aggregate of 89,541,987 shares of Common Stock (including shares of Common Stock beneficially owned by Mr. May, Ms. Peltz, the Peltz 2009 Family Trust, Mr. Peltz’s children (including the Peltz Adult Children), the Peltz Family Foundation, Trian Onshore, Trian Master Fund, Trian GP, Parallel Fund I and Strategic Fund, but excluding shares beneficially owned by the May Family Foundation), representing approximately 24.63% of the outstanding shares of Common Stock. In addition, Mr. May may be deemed to beneficially own an aggregate of 89,435,162 shares of Common Stock (including shares of Common Stock beneficially owned by the May Family Foundation, Mr. Peltz, Trian Onshore, Trian Master Fund, Trian GP, Parallel Fund I and Strategic Fund, but excluding shares beneficially owned by Ms. Peltz, the Peltz Adult Children and the Peltz Family Foundation), representing approximately 24.61% of the outstanding shares of Common Stock. Mr. Garden may be deemed to beneficially own an aggregate of 65,185,363 shares of Common Stock (including shares of Common Stock beneficially owned by Trian Onshore, Trian Master Fund, Parallel Fund I, Strategic Fund and Trian GP), representing approximately 17.93% of the outstanding shares of Common Stock.

(2) Item 5 of the Statement is hereby amended and supplemented by deleting Part (a) and the first and second paragraphs of Part (b) of Item 5 of Amendment No. 43 and replacing them with the following:

(a) As of 4:00 p.m., New York City time, on June 2, 2015, the Filing Persons beneficially owned, in the aggregate, 90,203,254 shares of Common Stock, representing approximately 24.82% of the outstanding Common Stock (based upon 363,458,742 shares of Common Stock outstanding as of May 29, 2015, as reported in the Company’s Schedule TO, filed on June 3, 2015).

(b) Each of Trian Onshore, Trian Master Fund, Parallel Fund I, Trian GP and Strategic Fund beneficially and directly owns and has sole voting power and sole dispositive power with regard to 18,415,979, 39,523,894, 1,861,851, 19,769 and 4,978,752 shares of Common Stock, respectively, in each case except to the extent that other Filing Persons as described in the Statement may be deemed to have shared voting power and shared dispositive power with regard to such shares.

Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian Onshore, Trian Master Fund, Parallel Fund I and Strategic Fund (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), all of the shares of Common Stock that Trian Onshore, Trian Master Fund, Parallel Fund I and Strategic Fund directly and beneficially own. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such shares for all other purposes. Each of Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian GP (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), all of the shares of Common Stock that Trian GP directly and beneficially owns. Each of Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such shares for all other purposes. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian GP LLC (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), all of the shares of Common Stock that Trian GP LLC directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such shares for all other purposes.

(3) Part (c) of Item 5 of the Statement is hereby amended and supplemented by the following:

Since the filing of Amendment No. 43, each of Messrs. Peltz, May and Garden, in their capacities as directors of the Company, received 2,083 shares of Common Stock on September 29, 2014, 1,930 shares of Common Stock on December 29, 2014 and 1,464 shares of Common Stock on March 30, 2015, in each case from the Company in lieu of a Board of Directors retainer fee pursuant to the terms of the Company’s 2010 Omnibus Award Plan. On June 1, 2015, each of Messrs. Peltz, May and Garden also received 7,599 restricted shares of Common Stock, in each case from the Company upon their re-election to the Board of Directors, pursuant to the terms of the Company’s 2010 Omnibus Award Plan. In addition, on May 19, 2015 Mr. May received 185 shares of Common Stock from the Company in lieu of a Board of Directors meeting fee pursuant to the terms of the Company’s 2010 Omnibus Award Plan.

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

On June 2, 2015, the Company and the Trian Group entered into the Purchase Agreement. Pursuant to the Purchase Agreement, the Trian Group have agreed not to tender or sell any of their shares in the Offer and instead have agreed to sell a pro rata amount of their shares of Common Stock (based on the number of shares the Company purchases in the Offer) to the Company at a purchase price per share equal to the purchase price determined and paid in the Offer, following the completion of the Offer

(the “Trian Purchase”). Specifically, the Trian Group will sell to the Company a number of shares equal to the total number of outstanding shares held by the Trian Group as of May 29, 2015, multiplied by the quotient of the total number of shares acquired by the Company in the Offer and the total number of shares of Common Stock outstanding as of May 29, 2015, exclusive of shares held by the Trian Group, at a purchase price per share equal to the purchase price paid in the Offer. The Purchase Agreement also provides that the Company shall not reduce the price range or aggregate consideration to be paid in the Offer without the Trian Group’s prior written consent. The Trian Purchase is expected to occur on the 11th business day following the termination of the Offer. The closing of the purchase of shares of Common Stock from the Trian Group pursuant to the Purchase Agreement is subject to the successful completion of the Offer and other customary conditions.

The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Purchase Agreement, a copy of which is filed herewith as Exhibit 43 to the Statement and is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented by the following:

43. Stock Purchase Agreement dated June 2, 2015 between the Company and the persons listed on Schedule I thereto.

SIGNATURE

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

Dated: June 3, 2015

TRIAN PARTNERS GP, L.P.
By:	/s/ PETER W. MAY
	Name:	Peter W. May
	Title:	Member
TRIAN PARTNERS GENERAL PARTNER, LLC
By:	/s/ PETER W. MAY
	Name:	Peter W. May
	Title:	Member
TRIAN PARTNERS, L.P.
By:	Trian Partners GP, L.P., its general partner
By:	Trian Partners General Partner, LLC, its general partner
By:	/s/ PETER W. MAY
	Name:	Peter W. May
	Title:	Member
TRIAN PARTNERS MASTER FUND, L.P.
By:	Trian Partners GP, L.P., its general partner
By:	Trian Partners General Partner, LLC, its general partner
By:	/s/ PETER W. MAY
	Name:	Peter W. May
	Title:	Member

TRIAN PARTNERS PARALLEL FUND I, L.P.
By:	Trian Partners Parallel Fund I  General Partner, LLC, its general partner
By:	/s/ PETER W. MAY
	Name:	Peter W. May
	Title:	Member
TRIAN FUND MANAGEMENT, L.P.
By:	Trian Fund Management GP, LLC, its general partner
By:	/s/ PETER W. MAY
	Name:	Peter W. May
	Title:	Member
TRIAN FUND MANAGEMENT GP, LLC
By:	/s/ PETER W. MAY
	Name:	Peter W. May
	Title:	Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND, L.P.
By:	Trian Partners Strategic Investment Fund GP, L.P., its general partner
By:	Trian Partners Strategic Investment Fund General Partner, LLC, its general partner
By:	/s/ PETER W. MAY
	Name:	Peter W. May
	Title:	Member
/s/NELSON PELTZ Nelson Peltz
/s/PETER W. MAY Peter W. May
/s/EDWARD P. GARDEN Edward P. Garden

EXHIBIT INDEX

EXHIBIT	DESCRIPTION	PAGE NO.
1	Stock Purchase Agreement dated as of October 1, 1992 by and between the Purchaser, Posner, Posner Trust and Security Management.	Filed with Original Statement
2	Exchange Agreement dated as of October 12, 1992 between the Company and Security Management.	Filed with Original Statement
3	Agreement dated as of October 1, 1992 between the Company and the Purchaser.	Filed with Original Statement
4	Agreement of Limited Partnership of the Purchaser dated as of September 25, 1992.	Filed with Original Statement
5	Joint Filing Agreement of the Purchaser, Peltz and May.	Filed with Amendment No. 14
6	Memorandum of Understanding, dated January 21, 1993, by and between the Purchaser and William A. Ehrman, individually and derivatively on behalf of SEPSCO.	Filed with Amendment No. 2
7	Letter dated January 25, 1993 from Steven Posner to the Purchaser Filed with Amendment (including proposed terms and conditions of Consulting Agreement to be No. 2 entered into between the Company and Steven Posner).	Filed with Amendment No. 2
8	Undertaking and Agreement, dated February 9, 1993, executed by the Purchaser.	Filed with Amendment No. 3
9	Amendment No. 3 dated as of April 14, 1993 to Agreement of Limited Partnership of the Purchaser.	Filed with Amendment No. 4
10	Citibank Loan Documents (Exhibits and Schedule omitted).	Filed with Amendment No. 4
11	Republic Loan Documents (Exhibits and Schedules omitted).	Filed with Amendment No. 4
12	Pledge and Security Agreement, dated as of April 5, 1993, between the Purchaser and Citibank.	Filed with Amendment No. 5
13	Custodial Loan Documents.	Filed with Amendment No. 5
14	Agreement, dated May 2, 1994 among Nelson Peltz, Peter W. May and Leon Kalvaria.	Filed with Amendment No. 6
15	Amended and Restated Pledge and Security Agreement, dated as of July 25, 1994 between the Purchaser and Citibank.	Filed with Amendment No. 6
16	Amendment No. 1 dated as of November 15, 1992 to Agreement of Limited Partnership of the Purchaser.	Filed with Amendment No. 7

EXHIBIT	DESCRIPTION	PAGE NO.
17	Amendment No. 2 dated as of March 1, 1993 to Agreement of Limited Partnership of the Purchaser.	Filed with Amendment No. 7
18	Amendment No. 4 dated a January 1, 1995 to Agreement of Limited Partnership of the Purchaser.	Filed with Amendment No. 7
19	Amendment No. 5 dated as of January 1, 1996 to Agreement of Limited Partnership of the Purchaser.	Filed with Amendment No. 7
20	BOA Loan documents, as amended (Exhibits and Schedules omitted).	Filed with Amendment No. 22
21	Letter, dated October 12, 1998, from Messrs. Nelson Peltz and Peter W. May to the Company.	Filed with Amendment No. 8
22	Press release, issued by the Company, dated October 12, 1998.	Filed with Amendment No. 8
23	Letter, dated October 12, 1998, from the Company to Messrs. Nelson Peltz and Peter W. May.	Filed with Amendment No. 8
24	Press release issued by the Company, dated March 10, 1999.	Filed with Amendment No. 9
25	Amended and Restated Agreement of Limited Partnership of the Purchaser, amended and restated as of November 11, 2002.	Filed with Amendment No. 11
26	Pledge Agreement dated April 2, 2001, made by Peltz Family Limited Partnership, in favor of Bank of America, N.A.	Filed with Amendment No. 13
27	Pledge and Security Agreement dated April 2, 2003, made by Peter W. May, in favor of Bank of America, N.A. (Schedule II omitted).	Filed with Amendment No. 13
28	Voting Agreement, dated June 26, 2004, by and among Messrs. Nelson Peltz, Peter W. May and Gregory H. Sachs.	Filed with Amendment No. 18
29	Voting Agreement dated July 23, 2004, between Messrs. Nelson Peltz and Peter W. May.	Filed with Amendment No. 19
30	Pledge and Security Agreement dated July 23, 2004, made by Nelson Peltz, in favor of Bank of America, N.A., as amended (Schedule I omitted).	Filed with Amendment No. 22
31	Amendment No. 1 to Pledge and Security Agreement dated July 23, 2004, made by Peter W. May, in favor of Bank of America, N.A.	Filed with Amendment No. 19
32	Agreement and Plan of Merger, dated April 23, 2008, by and among Triarc, Wendy’s and Green Merger Sub.	Incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2008.

EXHIBIT	DESCRIPTION	PAGE NO.
33	Voting Agreement, dated as of April 23, 2008, by and among the Company, Nelson Peltz and Peter W. May.	Incorporated by reference to Exhibit 99.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2008.
34	Joint Filing Agreement of the Filing Persons.	Filed with Amendment No. 25.
35	Amended and Restated Voting Agreement, dated as of August 14, 2008, by and among the Company, Nelson Peltz and Peter W. May.	Incorporated by reference to Annex J to the Company's Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on August 20, 2008.
36	Joint Filing Agreement of the Filing Persons.	Filed with Amendment 28.
37	Amendment No. 1 to Agreement, dated as of April 1, 2009, by and among the Company, Trian Onshore, Trian Master Fund, Parallel Fund I, Parallel Fund II, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden.	Filed with Amendment 35.
38	Agreement dated November 5, 2008 by and between Wendy’s/Arby’s Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden.	Filed as Exhibit (d)(6) to the Combined Schedule TO and Amendment 30 to Schedule 13D.
39	Agreement dated December 1, 2011 by and between The Wendy’s Company and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners GP, L.P., Trian Partners Strategic Investment Fund, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden.	Filed with Amendment 39.
40	Joint Filing Agreement of the Filing Persons.	Filed with Amendment 40.
41	Partial Release and Fourteenth Omnibus Amendment, dated as of August 18, 2014, to the Amended Documents referred to therein by and among Peter W. May, Leni May and Bank of America, N.A.	Filed with Amendment 43.
42	Partial Release and Eighth Omnibus Amendment, dated as of September 17, 2014, to the Amended Documents referred to therein by and among Nelson Peltz, Claudia Peltz and Bank of America, N.A.	Filed with Amendment 43.
43	Stock Purchase Agreement dated June 2, 2015 between the Company and the persons listed on Schedule I thereto.	Filed herewith.

EX-99.43

Exhibit 43

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of June 2, 2015, by and between THE WENDY’S COMPANY, a Delaware corporation (the “Company”) and the persons listed on Schedule I hereto (collectively, the “Sellers”).

R E C I T A L S

WHEREAS, the Company intends, but has not made any public announcement of such intention, to conduct a public modified Dutch auction self-tender offer for up to $639.0 million in consideration (the “Total Consideration”) of shares of its common stock, par value $0.10 per share (“Common Stock”), at prices ranging from $11.05 to $12.25 per share (the “Price Range”), subject to the other terms and conditions thereof which shall be determined by the Company’s board of directors (or a designated committee thereof) (the “Board of Directors” and such offer, as it may be adopted or amended from time to time, the “Tender Offer”);

WHEREAS, as of May 29, 2015, the Sellers beneficially owned, in the aggregate, 90,180,457 shares of Common Stock, which constitutes approximately 24.8% of the issued and outstanding shares of Common Stock as of May 29, 2015;

WHEREAS, upon the request of the Company, in order to maximize liquidity for other shareholders, not impact the purchase price received by shareholders participating in the Tender Offer and provide full transparency and certainty regarding the Sellers’ participation in the Company’s stock repurchase program, Sellers have determined not to exercise their right to tender any of their shares of Common Stock pursuant to the Tender Offer; and

WHEREAS, the Company wishes to purchase from the Sellers, and the Sellers wish to sell to the Company, the Shares (as hereinafter defined), on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1

PURCHASE AND SALE OF THE SHARES; THE CLOSING

1.1 Purchase and Sale of Common Stock. Subject to the completion of the Tender Offer and the other terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants set forth herein, the Sellers agree to sell to the Company, and the Company agrees to purchase from the Sellers, such aggregate number of shares of Common Stock (rounded to the nearest whole number of shares) equal to 90,180,457 (representing the outstanding shares of Common Stock beneficially owned by the Sellers as of May 29, 2015) multiplied by a fraction, the numerator of which is the aggregate number of shares of Common Stock purchased by the Company in the Tender Offer and the denominator of which is 273,278,285 (representing the outstanding shares of Common Stock held of record by all stockholders of the Company other than the Sellers, as of May 29, 2015). The shares of Common Stock to be purchased from the Sellers by the Company pursuant to this Section 1.1 is herein referred to as the “Shares.” The number of Shares to be sold by each Seller under this Agreement shall be equal to the aggregate number of Shares being sold hereunder multiplied by the percentage set forth next to the Seller’s name on Schedule I hereto (subject to adjustments to eliminate any fractional Shares as the Sellers in their discretion shall make), and the Sellers’ obligations under this Section 1 are several and not joint.

1

1.2 Purchase Price. The “Per Share Purchase Price” for the Shares shall be equal to the price per share paid by the Company for the shares of Common Stock tendered by the holders of Common Stock in the Tender Offer. The “Purchase Price” for each Seller shall equal the Per Share Purchase Price specified in Section 1.2 multiplied by the number of Shares purchased by the Company from each such Seller pursuant to Section 1.1 of this Agreement.

1.3 The Closing. Subject to the terms and conditions hereof, the purchase and sale of the Shares contemplated by this Agreement (the “Closing”) will take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019 at 10:00 a.m., New York City time on the eleventh business day following the expiration date of the Tender Offer, or at such other later date or place as the parties shall mutually agree. At the Closing, (a) the Sellers will deliver to the Company the Shares to be purchased by the Company (such delivery to be made in such form as reasonably determined by the Company as necessary to effect the transfer of such Shares), and (b) the Company shall deliver the Purchase Price to each Seller by wire transfer of immediately available funds to one or more accounts specified by the Sellers at least one business day prior to the Closing.

SECTION 2

REPRESENTATIONS AND WARRANTIES OF SELLERS

In order to induce the Company to enter into this Agreement, each Seller, severally and not jointly, hereby represents and warrants to the Company as follows:

2.1 Ownership of Shares. As of the date of this Agreement, such Seller owns the number of issued and outstanding shares of Common Stock set forth opposite its name on Schedule I hereto (including options to acquire shares of Common Stock that are currently exercisable, but excluding restricted shares of Common Stock issued by the Company on June 1, 2015 to Nelson Peltz, Peter W. May and Edward P. Garden). At the Closing, such Seller shall own the Shares to be sold to the Company by such Seller and such Shares, when delivered by such Seller to the Company, shall be free and clear of any liens, claims or encumbrances, including rights of first refusal and similar claims, except for restrictions of applicable state and federal securities laws. There are no restrictions on the transfer of the Shares to be sold to the Company by such Seller imposed by any shareholder or similar agreement or any law, regulation or order, other than applicable state and federal securities laws.

2.2 Authorization. Such Seller has full right, power and authority to execute, deliver and perform this Agreement and to sell, assign and deliver the Shares to be sold by it to the Company. This Agreement is the legal, valid and, assuming due execution and delivery by the other parties hereto, binding obligation of such Seller, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

2.3 No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by such Seller (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of such Seller or to which such Seller is subject, (b) will not result in the creation or imposition of any lien upon the Shares to be sold by such Seller, and (c) will not require the consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with such Seller.

2

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce the Sellers to enter into this Agreement, the Company hereby represents and warrants as follows:

3.1 Organization and Corporate Power; Authorization. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite power and authority to execute, deliver and perform this Agreement and to acquire the Shares. As of the Closing, the Company will have sufficient capital to purchase the Shares hereunder. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby have been approved by a majority of the disinterested directors on the Board of Directors and have been otherwise duly authorized by all requisite action on the part of the Company. This Agreement and any other agreements, instruments, or documents entered into by the Company pursuant to this Agreement have been duly executed and delivered by the Company and are the legal, valid and, assuming due execution by the other parties hereto, binding obligations of the Company, enforceable against the Company in accordance with their terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

3.2 Capital Stock. The authorized capital stock of the Company consists of (a) 1,500,000,000 shares of Common Stock, of which 363,458,742 shares were issued and outstanding as of May 29, 2015, and (b) 100,000,000 shares of preferred stock, of which none were issued and outstanding as of May 29, 2015.

3.3 No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of the Company or to which the Company is subject, and (b) will not require the consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with the Company.

SECTION 4

CONDITIONS TO THE COMPANY’S OBLIGATIONS

The obligations of the Company under Section 1 to purchase the Shares at the Closing from the Sellers are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Company in accordance with Section 8.9:

4.1 Representations and Warranties. The representations and warranties of the Sellers contained in Section 2 shall be true and correct in all material respects on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 Performance. The Sellers shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing.

3

4.3 Tender Offer. The expiration of the Tender Offer shall have occurred and the Company shall have purchased shares of Common Stock pursuant thereto in accordance with the terms thereof.

4.4 Delivery of Shares. The Sellers shall have delivered all of the Shares to be sold by them at the Closing, free and clear of any liens, claims or encumbrances, along with all documents or other instruments necessary for a valid transfer.

4.5 Further Assurances. No governmental authority shall have advised or notified the Company that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the Company’s good faith efforts to cause such withdrawal.

SECTION 5

CONDITIONS TO SELLERS’ OBLIGATIONS

The obligations of the Sellers under Section 1 to sell the Shares at the Closing are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Sellers in accordance with Section 8.9:

5.1 Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

5.2 Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing.

5.3 Tender Offer. (a) The expiration of the Tender Offer shall have occurred and (b) the Company shall have purchased shares of Common Stock pursuant thereto in accordance with the terms thereof.

5.4 Further Assurances. No governmental authority shall have advised or notified the Sellers that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the Sellers’ good faith efforts to cause such withdrawal.

SECTION 6

COVENANTS

6.1 No Purchase of Common Stock. Until eleven business days following the expiration date of the Tender Offer, the Sellers agree that they and their affiliates will not, directly or indirectly, purchase any shares of Common Stock.

6.2 No Sale of Common Stock in the Tender Offer. The Sellers agree that they, directly or indirectly, will not tender any shares of Common Stock, or sell any shares of Common Stock, in the Tender Offer.

6.3 Tender Offer. The Company shall not reduce the Price Range or the Total Consideration in the Tender Offer without the prior written consent of the Sellers.

6.4 Closing Conditions. The Sellers and the Company shall use their commercially reasonable efforts to ensure that each of the conditions to Closing is satisfied.

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6.5 Withholding.

(a) The Purchase Price shall be paid to each Seller free and clear of any and all U.S. federal, state, local or foreign income, backup withholding or withholding taxes; provided, (i) such Seller provides a properly completed Internal Revenue Service (“IRS”) Form W-9 or an appropriate IRS Form W-8, as applicable, and (ii) in the case of a Seller that is not a United States person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), such Seller provides documentation substantially in the form of Exhibit A hereto to the Company certifying that such Seller meets at least one of the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests under Section 302 of the Code (the “Section 302 Certification”).

(b)  If a Seller that is not a United States person fails to provide the Section 302 Certification at the time the Purchase Price is otherwise to be paid to such Seller hereunder, the Company agrees, pursuant to Treasury Regulations Section 1.1441-3T(d)(1), to hold in escrow 30% of the Purchase Price payable to such Seller, or, if such Seller has provided a properly completed IRS Form W-8IMY, 30% of the portion of the Purchase Price payable to such Seller that is attributable to any beneficial owner that is not a United States person, until the earliest of (i) such Seller delivering the Section 302 Certification, (ii) such Seller notifying the Company that it will be unable to deliver the Section 302 Certification and (iii) December 31, 2015.

(c) In the event a Seller delivers the Section 302 Certification in accordance with Section 6.5(b)(i), the Company shall promptly pay to such Seller the amount withheld in accordance with Section 6.5(b). In the event that such Seller delivers the notification provided for in Section 6.5(b)(ii), or upon the expiration of the period referred to in Section 6.5(b)(iii), the Company shall pay the required amount to the appropriate taxing authority, and such remittance shall be treated for purposes of this Agreement as a payment of a portion of the Purchase Price to the Sellers. In the event that, as a result of the application of Section 6.5(d) or otherwise, the amount required to be paid to the appropriate taxing authority is less than the full amount withheld pursuant to Section 6.5(b), any excess shall be promptly paid to such Seller at such time.

(d) If the Company reasonably determines, pursuant to Section 302(d) of the Code, that the sale of Shares by such Seller hereunder is properly treated as a “distribution” subject to Section 301 of the Code, then, subject to the foregoing provisions of this Section 6.5, the Company shall withhold an amount therefrom, such amount to be calculated based on the Company’s reasonable estimate of the Company’s current and accumulated earnings and profits for the year in which the Closing occurs, as determined in accordance with Treasury Regulation Section 1.1441-3(c)(2)(ii); provided that if such Seller certifies as to its eligibility for a reduced rate of withholding pursuant to an income tax treaty on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, provided to the Company by such Seller, any such withholding shall be made at such reduced rate.

(e) Upon the reasonable request of any Seller, the Company shall promptly provide to such Seller any information that is reasonably required by such Seller to (i) determine the tax consequences of the sale of Shares hereunder, including consequences resulting from other sales of shares of Common Stock which are taken into account in the Section 302 Certification, or (ii) complete the Section 302 Certification, including the number of shares of the Company issued and outstanding at the time of the request or an earlier time.

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SECTION 7

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; LIMITATION ON LIABILITY

7.1 Survival. All representations and warranties hereunder shall survive the Closing except that the representations and warranties in Sections 2.3 and 3.3 shall only survive the Closing until the second anniversary of the Closing.

7.2 Limitation on Liability. Notwithstanding the foregoing, in no event shall any Seller’s liability for breach of the representations, warranties and covenants exceed the Purchase Price to be paid by the Company to such Seller. The obligations of each Seller under this Agreement are several and not joint and no Seller shall have any liability hereunder for the breach of the representations, warranties and covenants of any other Seller hereunder.

SECTION 8

MISCELLANEOUS

8.1 Adjustments. Wherever a particular number is specified herein, including, without limitation, number of shares or price per share, such number shall be adjusted to reflect any stock dividends, stock-splits, reverse stock-splits, combinations or other reclassifications of stock or any similar transactions and appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the Company and the Sellers under this Agreement.

8.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successor and assigns of the parties hereto.

8.3 Entire Agreement; Amendment. This Agreement contains all the terms agreed upon among the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications, whether oral or written with respect to such subject matter. Neither this Agreement nor any provision hereof may be amended, changed or waived other than by a written instrument signed by the party against who enforcement of any such amendment, change or waiver is sought.

8.4 Cooperation. The Company and the Sellers shall, from and after the date hereof, cooperate in a reasonable manner to effect the purposes of this Agreement.

8.5 Termination. The Company or the Sellers may terminate this Agreement if (a) the Tender Offer is not commenced by June 17, 2015, (b) the Tender Offer is terminated without the purchase of any shares of Common Stock or (c) if the Tender Offer is not consummated by August 14, 2015; provided that the Company may not terminate this Agreement under this clause (c) unless the Tender Offer is terminated. Upon termination of this Agreement pursuant to this Section 8.5, none of the parties hereto shall have any liability hereunder except for breaches of such party’s representations, warranties or covenants occurring prior to the date of such termination.

8.6 Notices. All notices and all other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by registered or certified mail, postage prepaid (return receipt requested), sent by facsimile (receipt of which is confirmed) or sent by a nationally recognized overnight courier (receipt of which is confirmed) to a party at the following address (or at such other address for a party as shall be specified by like notice):

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If to the Sellers:

Trian Fund Management, L.P.

280 Park Avenue, 41^st Floor

New York, New York 10017

Attn: Chief Legal Officer

Facsimile: (212) 451-3216

If to the Company:

The Wendy’s Company

One Dave Thomas Blvd.

Dublin, Ohio 43017

Attn: General Counsel

Facsimile: (614) 764-3243

Each such notice or other communication shall be effective at the time of receipt if delivered personally or sent by facsimile (with receipt confirmed) or nationally recognized overnight courier (with receipt confirmed), or three (3) business days after being mailed, registered or certified mail, postage prepaid, return receipt requested.

8.7 Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.8 GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement will be brought or otherwise commenced in any state or federal court sitting in the Borough of Manhattan of the City of New York. Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 8.8 by the state and federal courts sitting in the Borough of Manhattan of the City of New York and in connection therewith hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

8.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing, and that all remedies, either under this Agreement, by law or otherwise, shall be cumulative and not alternative.

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8.10 Consents. Any permission, consent, or approval of any kind or character under this Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing.

8.11 Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they are entitled at law or in equity, and any party sued for breach of this Agreement expressly waives any defense that a remedy in damages would be adequate.

8.12 Payment of Fees and Expenses. Each party shall be responsible for paying its own fees, costs and expenses in connection with this Agreement and the transactions herein contemplated.

8.13 Construction of Agreement. No provision of this Agreement shall be construed against either party as the drafter thereof. The titles of the Sections of this Agreement are for convenience of reference only and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions.

8.14 Counterparts. This Agreement may be executed in any number of counterparts, including via facsimile, each of which shall be an original, but all of which together shall constitute one instrument.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

THE WENDY’S COMPANY
By:	/s/ Todd A. Penegor
Name:	Todd A. Penegor
Title:	Executive Vice President, Chief Financial Officer and International
NELSON PELTZ
By:	/s/ Nelson Peltz
Name:	Nelson Peltz
NELSON AND CLAUDIA PELTZ FAMILY FOUNDATION
By:	/s/ Nelson Peltz
Name:	Nelson Peltz
Title:	Trustee
By:	/s/ Claudia Peltz
Name:	Claudia Peltz
Title:	Trustee
By:	/s/ Mathew Peltz
Name:	Mathew Peltz
Title:	Trustee
By:	/s/ Neale Albert
Name:	Neale Albert
Title:	Trustee
CLAUDIA PELTZ
By:	/s/ Claudia Peltz
Name:	Claudia Peltz

[Purchase Agreement]

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CLAUDIA PELTZ, as custodian for DARREN PELTZ, under the New York Uniform Transfers to Minors Act
By:	/s/ Claudia Peltz
Name:	Claudia Peltz
Title:	Custodian
CLAUDIA PELTZ, as custodian for NICOLA PELTZ, under the New York Uniform Transfers to Minors Act
By:	/s/ Claudia Peltz
Name:	Claudia Peltz
Title:	Custodian
CLAUDIA PELTZ, as custodian for GREGORY PELTZ, under the New York Uniform Transfers to Minors Act
By:	/s/ Claudia Peltz
Name:	Claudia Peltz
Title:	Custodian
CLAUDIA PELTZ, as custodian for ZACHARY PELTZ, under the New York Uniform Transfers to Minors Act
By:	/s/ Claudia Peltz
Name:	Claudia Peltz
Title:	Custodian
PELTZ 2009 FAMILY TRUST
By:	/s/ Claudia Peltz
Name:	Claudia Peltz
Title:	Trustee
By:	/s/ Mathew Peltz
Name:	Mathew Peltz
Title:	Trustee
By:	/s/ Neale Albert
Name:	Neale Albert
Title:	Trustee

[Purchase Agreement]

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PETER W. MAY
By:	/s/ Peter W. May
Name:	Peter W. May
THE LENI & PETER MAY FAMILY FOUNDATION
By:	/s/ Peter W. May
Name:	Peter W. May
Title:	Director
By:	/s/ Leni May
Name:	Leni May
Title:	Director
EDWARD P. GARDEN
By:	/s/ Edward P. Garden
Name:	Edward P. Garden
TRIAN PARTNERS, L.P.
By:	Trian Partners GP, L.P., its general partner
By:	Trian Partners General Partner, LLC, its general partner
By:	/s/ Peter W. May
Name:	Peter W. May
Title:	Member
TRIAN PARTNERS MASTER FUND, L.P.
By:	Trian Partners GP, L.P., its general partner
By:	Trian Partners General Partner, LLC, its general partner
By:	/s/ Peter W. May
Name:	Peter W. May
Title:	Member

[Purchase Agreement]

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TRIAN PARTNERS PARALLEL FUND I, L.P.
By:	Trian Partners Parallel Fund I  General Partner, LLC, its general partner
By:	/s/ Peter W. May
Name:	Peter W. May
Title:	Member
TRIAN PARTNERS GP, L.P.
By:	Trian Partners General Partner, LLC, its general partner
By:	/s/ Peter W. May
Name:	Peter W. May
Title:	Member
TRIAN PARTNERS STRATEGIC INVESTMENT FUND, L.P.
By:	Trian Partners Strategic Investment Fund GP, L.P., its general partner
By:	Trian Partners Strategic Investment Fund General Partner, LLC, its general partner
By:	/s/ Peter W. May
Name:	Peter W. May
Title:	Member

[Purchase Agreement]

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Schedule I

Name of Seller	Number of Shares of Common Stock Owned	Percentage of Aggregate Shares to be Sold by Each Seller
Nelson Peltz	15,674,815	17.38%
Peltz Family Foundation, Inc.	311,724	0.35%
Claudia Peltz	70,650	0.08%
Darren Peltz	300	0.0003%
Nicola Peltz	300	0.0003%
Gregory Peltz	64,102	0.07%
Zachary Peltz	64,102	0.07%
Peltz 2009 Family Trust	209,611	0.23%
Peter W. May	8,330,940	9.24%
The Leni & Peter May Family Foundation	276,149	0.31%
Edward P. Garden	377,519	0.42%
Trian Partners, L.P.	18,415,979	20.42%
Trian Partners Master Fund, L.P.	39,523,894	43.83%
Trian Partners Parallel Fund I, L.P.	1,861,851	2.06%
Trian Partners GP, L.P.	19,769	0.02%
Trian Partners Strategic Investment Fund, L.P.	4,978,752	5.52%

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Exhibit A

Redemption Payment – Section 302 Certification

The Wendy’s Company (the “Company”) has repurchased for cash, pursuant to the Stock Purchase Agreement, by and among the Company and the sellers thereto, dated as of June 2, 2015 (the “Stock Repurchase”), a total of _______________ shares of its stock. The Company, in a related transaction, has repurchased for cash, in a modified “Dutch auction” tender offer that expired on ________________, 2015 (the “Tender Offer”), upon the terms and subject to the conditions described in the Offer to Purchase (the “Offer to Purchase”), a total of _______________ shares of its stock.

_________________________________________________ (herein “Investor”) is a member of the Trian Group (as defined in the Offer to Purchase), and as such has participated in the Stock Repurchase and has also sold stock of the Company in the open market and/or privately negotiated transactions during the pendency of or after consummation of the Stock Repurchase and Tender Offer (such transactions, together the Stock Repurchase and the Tender Offer, the “Transactions”) as part of an integrated plan to reduce the Investor’s interest in the Company such that, as to the Investor, the Stock Repurchase is treated as an exchange for U.S. federal, state and local income tax purposes and not a distribution, all as set forth in the Offer to Purchase and Amendment No. 44 to the Schedule 13D filed by certain members of the Trian Group on June 3, 2015.

The Investor understands that the Company may be required to impose withholding tax of up to 30% of the proceeds of the Stock Repurchase paid to the Investor in accordance with applicable U.S. federal income tax provisions unless the Stock Repurchase is treated as an exchange within the meaning of Section 302(b) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Investor acknowledges that the Company will rely upon the Investor’s representations in carrying out the Company’s duties under applicable U.S. federal income tax provisions. The Investor hereby represents and certifies that it has independently (or with the advice of a tax advisor) determined the tax treatment of the Stock Repurchase under Section 302 of the Code, taking into account shares considered to be owned by the Investor pursuant to the attribution rules of Section 318 of the Code, as well as the appropriate withholding tax treatment (as stated below). Accordingly, if the box below for representation (A) or (B) is checked, the Investor certifies that, as to the Investor, the Stock Repurchase is an exchange under Section 302 of the Code and therefore the Investor is entitled to receive payment of the full amount of the Stock Repurchase proceeds free of U.S. withholding tax under Sections 1441 and 1442 of the Code.

In addition, the Investor agrees to release, indemnify and hold harmless the Company, all affiliates of the Company, and any and all of the Company’s and its affiliates’ respective successors, assigns, officers, directors, and employees from any and all losses, claims, damages, expenses (including attorneys' fees and expenses) and liabilities directly or indirectly arising from or related to the Company’s payment of the Stock Purchase proceeds to the Investor without collecting U.S. withholding tax due to the Company’s reliance on the Investor’s representations herein.

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CERTIFICATION OF TREATMENT OF TENDER PAYMENT FROM THE COMPANY

Pursuant to the Stock Repurchase, the undersigned shareholder (the “Investor”) received a gross amount $_________ in cash for each share sold by the Investor to the Company (including any amounts withheld by the Company), or $________ in the aggregate (the “Payment”). All share ownership amounts and percentages listed below for the Investor take into account the attribution rule of Section 318 of the Code.

CHECK THE APPLICABLE BOX (check one box only and read instructions, attached)

A. □ Reduction in Proportionate Interest -- Qualifying for Sale or Exchange Treatment

The Payment should be treated as a payment in exchange for the Investor's shares because the Investor's proportionate interest in the Company, taking into account shares considered to be owned by the Investor pursuant to the attribution rules of Section 318 of the Code, has been reduced, for the following reasons:

Step 1: Immediately before the commencement of the Transactions, the Investor owned _______________ shares of the Company. The Investor's percentage ownership in the Company (based on _______________ shares outstanding as of June 3, 2015) was ________%.

Step 2: Immediately after the completion of the Transactions, the Investor owned _______________ shares of the Company. The Investor's percentage ownership in the Company (based on _______________ shares outstanding as of __, 2015) was __________ %.

OR

B. □ Complete Termination of Interest

The Payment should be treated as a payment in exchange for the Investor’s shares because the Investor completely terminated its interest in the Company pursuant to the Transactions.

OR

C. □ Dividend

The Payment should be treated as a dividend.

Under penalties of perjury, I declare that I have examined the herein representations and to the best of my knowledge and belief they are true, correct, and complete in all material respects. I further certify under penalty of perjury that I am the beneficial owner (or authorized to sign for the beneficial owner) of the Payment. Furthermore, I agree to the above release and indemnity.

Name of Investor:  _______________________________________ 

Sign Here:   _______________________________________________      ______    ______________

Signature of beneficial owner (or person authorized to sign for beneficial owner)        Date             Capacity in whichacting

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