0001209191-18-023016.txt : 20180403 0001209191-18-023016.hdr.sgml : 20180403 20180403163931 ACCESSION NUMBER: 0001209191-18-023016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180402 FILED AS OF DATE: 20180403 DATE AS OF CHANGE: 20180403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAY PETER W CENTRAL INDEX KEY: 0000928264 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 18733986 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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: 0103 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-04-02 0 0000030697 Wendy's Co WEN 0000928264 MAY PETER W 280 PARK AVENUE NEW YORK NY 10017 1 0 1 0 Common Stock 2018-04-02 4 A 0 1145 17.03 A 5411235 D Common Stock 34035921 I By Trian Partners Shares were issued pursuant to the Company's 2010 Omnibus Award Plan (the "Plan") in lieu of a Board of Directors retainer fee and a Board committee retainer fee that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date that the retainer fees would otherwise be payable. Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Fund-G II L.P., Trian Partners Strategic Fund-G III, L.P., Trian Partners Strategic Fund-K, L.P., and Trian Partners Strategic Fund-C, Ltd. (collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. May is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and as such is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Funds. (FN 2, contd.) Mr. May is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. Accordingly, Mr. May may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Funds and Trian GP. Mr. May disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Stuart I. Rosen, Attorney-in-Fact for Peter W. May 2018-04-03