SC TO-I/A

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 4)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)of the Securities Exchange Act of 1934

THE WENDY’S COMPANY(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $0.10 par value(Title of Class of Securities)

950587105

 (CUSIP Number of Class of Securities)

R. Scott Toop, Senior Vice President, General Counsel and Secretary

The Wendy’s CompanyOne Dave Thomas Blvd.

Dublin, OH 43017

(614) 764-3100(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

John C. Kennedy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

CALCULATION OF FILING FEE

Transaction valuation(1)	Amount of filing fee(2)
$639,000,000	$74,251.80

(1)	The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $639,000,000 in aggregate of up to 57,828,054 shares of common stock, par value $0.10 per share, at the minimum tender offer price of $11.05 per share.
(2)	Previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $116.20 per $1,000,000 of the value of the transaction.

☑	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		Amount Previously Paid: $74,251.80	Filing Party: The Wendy’s Company
		Form or Registration No.: Schedule TO-I	Date Filed: June 3, 2015

☐ Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐	third-party tender offer subject to Rule 14d-1.
☑	issuer tender offer subject to Rule 13e-4.
☐	going-private transaction subject to Rule 13e-3.
☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☑

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐	Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) by The Wendy’s Company, a Delaware corporation (“Wendy’s” or the “Company”), on June 3, 2015, as amended and supplemented by Amendment No. 1 to the Schedule TO filed with the SEC on June 22, 2015, Amendment No. 2 to the Schedule TO filed with the SEC on June 26, 2015, and Amendment No. 3 to the Schedule TO filed with the SEC on July 1, 2015 (collectively, the “Schedule TO”), in connection with the Company’s offer to purchase for cash up to $639.0 million in value of shares of its common stock, par value $0.10 per share (the “Shares”), at a price of not less than $11.05 nor greater than $12.25 per share upon the terms and subject to the conditions described in the Offer to Purchase, dated June 3, 2015 (the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.

The purpose of this Amendment is to amend and supplement the Schedule TO. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Item 4. Terms of the Transaction

Item 4(b) of the Schedule TO is hereby amended and supplemented to add the following paragraphs at the end thereof:

“The Tender Offer expired at the end of the day, 12:00 midnight, New York City time, on June 30, 2015. On July 8, 2015, the Company accepted for purchase 55,807,860 Shares at a purchase price of $11.45 per Share, for an aggregate purchase price of $639.0 million, excluding fees and expenses relating to the Tender Offer. These Shares represent approximately 15.3% of the total number of Shares issued and outstanding as of June 29, 2015.

The Tender Offer was oversubscribed and, pursuant to the terms of the Tender Offer, Shares were accepted on a pro rata basis, except for tenders of odd lots, which were accepted in full, and except for certain conditional tenders automatically regarded as withdrawn pursuant to the terms of the Tender Offer. The Company has been informed by the depositary that the proration factor for the Tender Offer, after giving effect to the priority for odd lots, is approximately 84.46%.”

The paragraph included in Item 4(b) of the Schedule TO that states:

“As described in the Offer to Purchase, based on the approximate number of Shares the Company expects to purchase in the Tender Offer, the Company expects to purchase approximately 18.4 million Shares from the Trian Group (as defined in the Offer to Purchase), which includes Nelson Peltz, Peter W. May and

Edward P. Garden (who are members of the Company’s Board of Directors), at the same price per share as the Company expects to pay in the Tender Offer, following the completion of the Tender Offer pursuant to a purchase agreement, dated June 2, 2015, among the Trian Group and the Company for an aggregate purchase price of approximately $210.9 million.”

is deleted in its entirety and replaced by the following paragraph:

“As described in the Offer to Purchase, based on the number of Shares the Company accepted for purchase in the Tender Offer, the Company expects to purchase 18,416,313 Shares from the Trian Group (as defined in the Offer to Purchase), which includes Nelson Peltz, Peter W. May and Edward P. Garden (who are members of the Company’s Board of Directors), at the same price per share as the Company paid in the Tender Offer, following the completion of the Tender Offer pursuant to a purchase agreement, dated June 2, 2015, among the Trian Group and the Company for an aggregate purchase price of approximately $210.9 million. The closing for the purchase of Shares from the Trian Group pursuant to such purchase agreement is subject to customary closing conditions and is expected to occur on July 16, 2015, the eleventh business day following the expiration date of the Tender Offer, or at such other later date as the parties shall mutually agree.”

Item 5. Past Contracts, Transactions, Negotiations and Agreements

The paragraph included in Item 5(e) of the Schedule TO that states:

“As described in the Offer to Purchase and Item 4 of this Amendment, the Company expects to purchase approximately 18.4 million Shares from the Trian Group, at the same price per share as the Company expects to pay in the Tender Offer, following the completion of the Tender Offer pursuant to a purchase agreement, dated June 2, 2015, among the Trian Group and the Company for an aggregate purchase price of approximately $210.9 million.”

is deleted in its entirety and replaced by the following paragraph:

“As described in the Offer to Purchase and Item 4 of this Amendment, the Company expects to purchase 18,416,313 Shares from the Trian Group, at the same price per share as the Company paid in the Tender Offer, following the completion of the Tender Offer pursuant to a purchase agreement, dated June 2, 2015, among the Trian Group and the Company for an aggregate purchase price of approximately $210.9 million. The closing for the purchase of Shares from the Trian Group pursuant to such purchase agreement is subject to customary closing conditions and is expected to occur on July 16, 2015, the eleventh business day following the expiration date of the Tender Offer, or at such other later date as the parties shall mutually agree.”

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following paragraph at the end thereof:

“On July 8, 2015, the Company issued a press release announcing the final results of the Tender Offer, which expired at the end of the day, 12:00 midnight, New York City time, on June 30, 2015. The press release also announced the number of Shares the Company expects to purchase from the Trian Group following the completion of the Tender Offer pursuant to a purchase agreement, dated June 2, 2015, among the Trian Group and the Company. A copy of the press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit Number	Description
(a)(5)(D)	Press release issued by The Wendy’s Company on July 8, 2015

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	THE WENDY’S COMPANY
Date: July 8, 2015	By:	/s/ Dana Klein
		Name:	Dana Klein
		Title:	Senior Vice President – Corporate and Securities Counsel, and Assistant Secretary

EX-99.(A)(5)(D)

EXHIBIT (a)(5)(D)

THE WENDY'S COMPANY ANNOUNCES FINAL RESULTS OF TENDER OFFER

DUBLIN, Ohio (July 8, 2015)—The Wendy’s Company (NASDAQ: WEN) announced today the final results of its modified Dutch auction tender offer, which expired at the end of the day, 12:00 midnight, New York City time, on June 30, 2015.

The Company has accepted for purchase 55,807,860 shares of its common stock at a purchase price of $11.45 per share, for an aggregate cost of $639.0 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 15.3% of the total number of shares of the Company’s common stock issued and outstanding as of June 29, 2015.

The tender offer was oversubscribed and, pursuant to the terms of the tender offer, shares were accepted for purchase on a pro rata basis, except for tenders of odd lots, which were accepted in full, and except for certain conditional tenders automatically regarded as withdrawn pursuant to the terms of the tender offer. The Company has been informed by the depositary that the proration factor for the tender offer, after giving effect to the priority for odd lots, is approximately 84.46%. The depositary will promptly pay for the shares accepted for purchase and will return all other shares tendered.

As previously announced, the Company has agreed, following the completion of the tender offer, to purchase from Nelson Peltz, Peter W. May and Edward P. Garden (who are members of the Company’s Board of Directors), investment funds managed by Trian Fund Management, L.P. (an investment fund controlled by Messrs. Peltz, May and Garden) and certain of their affiliates (collectively, the “Trian Group”) a pro rata amount of its shares (based on the number of shares the Company purchases in the tender offer) at the same price received by stockholders who participate in the tender offer (the “Trian Purchase”). Based on the 55,807,860 shares the Company accepted for purchase in the tender offer, the Company expects to purchase 18,416,313 shares from the Trian Group pursuant to a purchase agreement among the Company and the Trian Group, for an aggregate purchase price of approximately $210.9 million. The closing of the Trian Purchase is subject to customary closing conditions and is expected to occur on July 16, 2015, the eleventh business day following the expiration date of the tender offer, or at such other later date as the parties shall mutually agree.

Wells Fargo Securities, LLC served as dealer manager for the tender offer.

Forward-Looking Statements

This news release contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of The Wendy’s Company and its subsidiaries (collectively, the “Company”). Those statements, as well as statements preceded by, followed by, or that include the words “may,” “believes,” “plans,” “expects,” “anticipates,” or the negation thereof, or similar expressions, constitute

“forward-looking statements.” In addition, all statements that address future operating, financial or business performance; strategies, initiatives or expectations; future synergies, efficiencies or overhead savings; anticipated costs or charges; future capitalization; and anticipated financial impacts of recent or pending transactions are forward-looking statements. The forward-looking statements are based on the Company’s expectations at the time, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. The Company’s actual results, performance and achievements may differ materially from any future results, performance or achievements expressed in or implied by the forward-looking statements.

Many important factors could affect future results and could cause those results to differ materially from those expressed in or implied by the forward-looking statements. Such factors, all of which are difficult or impossible to predict accurately, and many of which are beyond the Company’s control, include, but are not limited to:

(1)	changes in the quick-service restaurant industry, such as consumer trends toward value-oriented products and promotions or toward consuming fewer meals away from home;
(2)	prevailing economic, market and business conditions affecting the Company, including competition from other food service providers, high unemployment and decreased consumer spending levels;
(3)	the ability to effectively manage the acquisition and disposition of restaurants;
(4)	cost and availability of capital;
(5)	cost fluctuations associated with food, supplies, energy, fuel, distribution or labor;
(6)	the financial condition of the Company’s franchisees;
(7)	food safety events, including instances of food-borne illness involving the Company or its supply chain;
(8)	conditions beyond the Company’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company’s customers or food supplies, or acts of war or terrorism, or security breaches of the Company’s computer systems;
(9)	the effects of negative publicity that can occur from increased use of social media;
(10)	the availability of suitable locations and terms for the development of new restaurants;
(11)	risks associated with the Image Activation program;
(12)	adoption of new, or changes in, laws, regulations or accounting policies and practices;
(13)	changes in debt, equity and securities markets;
(14)	goodwill and long-lived asset impairments;
(15)	changes in interest rates;
(16)	the difficulty in predicting the ultimate costs associated with the sale of Company-operated restaurants to franchisees, employee termination costs, the timing of payments made and received, the results of negotiations with landlords, the impact of the sale of restaurants on ongoing operations, any tax impact from the sale of restaurants and the future impact to the Company’s earnings, restaurant operating margins, cash flow and depreciation;
(17)	the difficulty in predicting the ultimate costs that will be incurred in connection with the Company’s plan to reduce its general and administrative expense, and the future impact on the Company’s earnings;
(18)	risks associated with the Company’s recent securitization financing and recapitalization, including the ability to generate sufficient cash flow to meet increased debt service obligations, compliance with operational and financial covenants, and restrictions on the Company’s ability to raise additional capital;
(19)	risks relating to stock repurchase programs approved by the Board of Directors, including the program announced on June 3, 2015 to repurchase up to $1.4 billion in aggregate purchase price of our outstanding common stock through the end of 2016; and

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(20) other factors cited in the Company’s news releases, public statements and/or filings with the Securities and Exchange Commission, including those identified in the “Risk Factors” sections of the Company’s Forms 10-K and 10-Q.

The Company’s franchisees are independent third parties that the Company does not control.  Numerous factors beyond the control of the Company and its franchisees may affect new restaurant openings. Accordingly, there can be no assurance that commitments under development agreements with franchisees will result in new restaurant openings. In addition, numerous factors beyond the control of the Company and its franchisees may affect franchisees’ ability to reimage existing restaurants in accordance with the Company’s expectations. All future written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict these events or their impact.

The Company assumes no obligation to update forward-looking statements as a result of new information, future events or developments, except as required by federal securities laws. The Company does not endorse any projections regarding future performance that may be made by third parties.

About The Wendy’s Company

The Wendy’s Company is the world’s third-largest quick-service hamburger company. The Wendy’s system includes approximately 6,500 franchise and Company-operated restaurants in the United States and 28 countries and U.S. territories worldwide. For more information, visit www.aboutwendys.com.

Investor Contacts:

David D. Poplar, Vice President of Investor Relations

(614) 764-3311

david.poplar@wendys.com

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