0001209191-19-046374.txt : 20190816
0001209191-19-046374.hdr.sgml : 20190816
20190816173137
ACCESSION NUMBER: 0001209191-19-046374
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190815
FILED AS OF DATE: 20190816
DATE AS OF CHANGE: 20190816
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: 191034307
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: 191034308
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: 191034309
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: 191034310
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: 191034311
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: 191034312
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: 191034313
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: 191034314
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: 1229
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
2019-08-15
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
2019-08-15
4
S
0
475000
19.9016
D
28155629
I
Please see explanation below
Common Stock
2019-08-16
4
S
0
1525000
19.988
D
26630629
I
Please see explanation below
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $19.80 to $19.955. The reporting person undertakes 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 sold at each separate price.
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.
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $19.78 - $20.21. The reporting person undertakes 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 sold at each separate price.
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
2019-08-16
Edward P. Garden, member of the general partner of the general partner of Trian Partners Master Fund, L.P.
2019-08-16
Edward P. Garden, member of the general partner of Trian Partners Parallel Fund I, L.P.
2019-08-16
Edward P. Garden, member of the general partner of the general partner of Trian Partners, L.P.
2019-08-16
Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Fund-G II, L.P.
2019-08-16
Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Fund-G III, L.P.
2019-08-16
Edward P. Garden, member of the general partner of the general partner of Trian Partners Strategic Fund-K, L.P.
2019-08-16
Edward P. Garden, Director of Trian Partners Strategic Fund-C, Ltd.
2019-08-16