0001209191-19-017861.txt : 20190307 0001209191-19-017861.hdr.sgml : 20190307 20190307180546 ACCESSION NUMBER: 0001209191-19-017861 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190306 FILED AS OF DATE: 20190307 DATE AS OF CHANGE: 20190307 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: 19666995 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 FORMER NAME: FORMER CONFORMED NAME: Trian Fund Management, L.P. DATE OF NAME CHANGE: 20051128 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: 19666996 BUSINESS ADDRESS: STREET 1: C/O STATE STREET (CAYMAN) TRUST, LIMITED STREET 2: 45 MARKET ST., GARDENIA CT., STE. 3307 CITY: CAMANA BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1103 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 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: 19666997 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 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: 19666998 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 Strategic Fund-G II, L.P. CENTRAL INDEX KEY: 0001691893 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 19666999 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513000 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 Strategic Fund-G III, L.P. CENTRAL INDEX KEY: 0001691861 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 19667000 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513000 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 Strategic Fund-K, L.P. CENTRAL INDEX KEY: 0001691898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 19667001 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513000 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 Fund-C, Ltd. CENTRAL INDEX KEY: 0001691900 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 19667002 BUSINESS ADDRESS: STREET 1: C/O DE (CAYMAN) LIMITED, LANDMARK SQUARE STREET 2: WEST BAY ROAD, POB 775 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9006 BUSINESS PHONE: 345-769-8120 MAIL ADDRESS: STREET 1: C/O DE (CAYMAN) LIMITED, LANDMARK SQUARE STREET 2: WEST BAY ROAD, POB 775 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9006 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: 1230 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 2019-03-06 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 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 0001345465 Trian Partners, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001691893 Trian Partners Strategic Fund-G II, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001691861 Trian Partners Strategic Fund-G III, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001691898 Trian Partners Strategic Fund-K, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001691900 Trian Partners Strategic Fund-C, Ltd. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2019-03-06 4 S 0 3000000 17.11 D 28630629 I Please see explanation below Trian Fund Management GP, LLC ("Trian Management GP") is the general partner (the "GP") 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"), Trian Partners Strategic Fund-G II, L.P. ("Fund-G II"),Trian Partners Strategic Fund-G III, L.P. ("Fund-G III"), Trian Partners Strategic Fund-K, L.P. ("Fund-K") and Trian Partners Strategic Fund-C, Ltd. ("Fund-C" and collectively, the "Trian Funds"). (FN 2, contd.) Trian Partners General Partner, LLC is the GP of Trian Partners GP, L.P. ("Trian GP"), which is the GP of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the GP of Parallel Fund I, Trian Partners Strategic Fund-G II General Partner, LLC is the GP of Trian Partners Strategic Fund-G II GP, L.P., which is the GP of Fund-G II, Trian Partners Strategic Fund-G III General Partner, LLC is the GP of Trian Partners Strategic Fund-G III GP, L.P., which is the GP of Fund-G III, Trian Partners Strategic Fund-K General Partner, LLC is the GP of Trian Partners Strategic Fund-K, GP, L.P., which is the GP of Fund-K and Trian Partners Strategic Fund C General Partner, LLC is the GP of Trian Partners Strategic Fund-C GP, L.P., which is the GP of the feeder fund to Fund-C. 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. Each of Trian Management GP, Trian Partners General Partner, LLC, Trian Partners Parallel Fund I General Partner, LLC, Trian Partners Strategic Fund-G II General Partner, LLC, Trian Partners Strategic Fund-G III General Partner, LLC, Trian Partners Strategic Fund-K General Partner, LLC, Trian Partners Strategic Fund-C General Partner, LLC (collectively, the "GP LLC Entities") and Trian GP, Trian Partners Strategic Fund-G II GP, L.P., Trian Partners Strategic Fund-G III GP, L.P., Trian Partners Strategic Fund-K GP, L.P., Trian Partners Strategic Fund-C GP, L.P. (collectively, 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 LLC Entities and the GP Entities have filed separate Form 4s that relate to the same securities and transactions reported herein. Thus, in total, there are 22 joint filers: the GP LLC Entities, the GP Entities, Trian Fund Management, L.P. and each of the other persons that is a signatory to this Form 4. Nelson Peltz, Peter W. May and Edward P. Garden are in a position to determine the investment and voting decisions made on behalf of each of the 22 joint filers. Matthew Peltz ("M. Peltz") is a limited partner in the GP Entities and a member of the GP LLC Entities and as such has an indirect interest in the shares of the Issuer beneficially owned by the Trian Funds, the GP Entities and the GP LLC Entities. Messrs. Peltz, May, Garden and M. Peltz currently report their holdings and transactions in the Issuer's securities in separate filings. The holdings of securities of the Issuer and the transactions reported in this filing and in the filings by the other joint filers are also reported in the filings made by each of Messrs. Peltz, May, Garden and M. Peltz and in each case relate to the same securities (reported as indirectly held by them) and transactions. Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, General Partner, By: Edward P. Garden, Member 2019-03-07 Edward P. Garden, member of the general partner of the general partner of Trian Partners Master Fund, L.P. 2019-03-07 Edward P. Garden, member of the general partner of Trian Partners Parallel Fund I, L.P. 2019-03-07 Edward P. Garden, member of the general partner of the general partner of Trian Partners, L.P. 2019-03-07 Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Fund-G II, L.P. 2019-03-07 Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Fund-G III, L.P. 2019-03-07 Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Fund-K, L.P. 2019-03-07 Edward P. Garden, Director of Trian Partners Strategic Fund-C, Ltd. 2019-03-07