0001209191-12-007511.txt : 20120203
0001209191-12-007511.hdr.sgml : 20120203
20120203165650
ACCESSION NUMBER: 0001209191-12-007511
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120201
FILED AS OF DATE: 20120203
DATE AS OF CHANGE: 20120203
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Wendy's Co
CENTRAL INDEX KEY: 0000030697
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810]
IRS NUMBER: 380471180
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0101
BUSINESS ADDRESS:
STREET 1: ONE DAVE THOMAS BLVD
CITY: DUBLIN
STATE: OH
ZIP: 43017
BUSINESS PHONE: (614) 764-3100
MAIL ADDRESS:
STREET 1: ONE DAVE THOMAS BLVD
CITY: DUBLIN
STATE: OH
ZIP: 43017
FORMER COMPANY:
FORMER CONFORMED NAME: WENDY'S/ARBY'S GROUP, INC.
DATE OF NAME CHANGE: 20080926
FORMER COMPANY:
FORMER CONFORMED NAME: TRIARC COMPANIES INC
DATE OF NAME CHANGE: 19931109
FORMER COMPANY:
FORMER CONFORMED NAME: DWG CORP
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Partners Parallel Fund I, L.P.
CENTRAL INDEX KEY: 0001345007
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 12570766
BUSINESS ADDRESS:
STREET 1: 280 PARK AVE 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-451-3040
MAIL ADDRESS:
STREET 1: 280 PARK AVE 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: TRIAN PARTNERS PARALLEL FUND I L P
DATE OF NAME CHANGE: 20051121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Partners, L.P.
CENTRAL INDEX KEY: 0001345465
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 12570764
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Partners Master Fund, L.P.
CENTRAL INDEX KEY: 0001345466
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 12570767
BUSINESS ADDRESS:
STREET 1: C/O WALKERS SPV LIMITED, WALKER HOUSE
STREET 2: 87 MARY STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: 00000
BUSINESS PHONE: 212-451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Fund Management, L.P.
CENTRAL INDEX KEY: 0001345471
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 12570769
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Partners GP, L.P.
CENTRAL INDEX KEY: 0001363629
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 12570768
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Partners Strategic Investment Fund, L.P.
CENTRAL INDEX KEY: 0001484676
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 12570765
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Partners Strategic Investment Fund GP, L.P.
CENTRAL INDEX KEY: 0001498041
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 12570763
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
doc4.xml
FORM 4 SUBMISSION
X0304
4
2012-02-01
0
0000030697
Wendy's Co
WEN
0001345471
Trian Fund Management, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001363629
Trian Partners GP, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001345466
Trian Partners Master Fund, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001345007
Trian Partners Parallel Fund I, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001484676
Trian Partners Strategic Investment Fund, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001345465
Trian Partners, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001498041
Trian Partners Strategic Investment Fund GP, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK
NY
10017
0
0
1
0
Common Stock
2012-02-01
4
P
0
875000
4.7539
A
77498145
I
Please see explanation below
Common Stock
2012-02-02
4
P
0
875000
4.78
A
78373145
I
Please see explanation below
Common Stock
2012-02-03
4
P
0
875000
4.8672
A
79248145
I
Please see explanation below
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $4.70 to $4.77. The reporting persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund" and collectively, the "Trian Funds").
(FN 2, contd.) Trian Partners General Partner, LLC is the general partner of Trian Partners GP, L.P., which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the general partner of Parallel Fund I. Trian Partners Strategic Investment Fund General Partner, LLC is the general partner of Trian Partners Strategic Investment Fund GP, L.P., which is the general partner of Strategic Fund.
Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $4.755 to $4.810. The reporting persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $4.83 to $4.90. The reporting persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
Each of Trian Fund Management GP, LLC, Trian Partners General Partner, LLC ("Trian GP LLC"), Trian Partners Parallel Fund I General Partner, LLC and Trian Partners Strategic Investment Fund General Partner, LLC (the "GP Entities") is also a reporting person. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the GP Entities have filed a separate Form 4 that relates to the same securities and transactions reported herein. Thus, in total, there are 11 joint filers: the GP Entities, Trian Fund Management, L.P. ("Trian Management") and each of the other persons that is a signatory to this Form 4. Nelson Peltz, Peter W. May and Edward P. Garden are members of Trian Fund Management GP, LLC, the general partner of Trian Management, which serves as the management company for each of Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Strategic Investment Fund, L.P., and are members of Trian GP LLC, the general partner of Trian GP, and as such are in a position to determine the investment and voting decisions made on behalf of each of the 11 joint filers. Messrs. Peltz, May and Garden currently report their holdings and transactions in the Issuer's securities in separate filings. The transactions reported in this filing and the filing by the other joint filers are also reported in the filings made by each of Messrs. Peltz, May and Garden and in each case relate to the same securities. In addition, the holdings of securities of the Issuer reported in this filing and in the filing by the other joint filers are also reported in the filings made by each of Messrs. Peltz, May and Garden as indirectly owned by each of them and in each case relate to the same shares.
Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, General Partner, By: Edward P. Garden
2012-02-03
Edward P. Garden, member of the general partner of Trian Partners GP, L.P.
2012-02-03
Edward P. Garden, member of the general partner of Trian Partners Master Fund, L.P.
2012-02-03
Edward P. Garden, member of the general partner of Trian Partners Parallel Fund I, L.P.
2012-02-03
Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Investment Fund, L.P.
2012-02-03
Edward P. Garden, member of the general partner of the general partner of Trian Partners, L.P.
2012-02-03
Edward P. Garden, member of the general partner of Trian Partners Strategic Investment Fund GP, L.P
2012-02-03