0001209191-23-034069.txt : 20230602 0001209191-23-034069.hdr.sgml : 20230602 20230602194107 ACCESSION NUMBER: 0001209191-23-034069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230602 FILED AS OF DATE: 20230602 DATE AS OF CHANGE: 20230602 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: 23990864 MAIL ADDRESS: STREET 1: 223 SUNSET AVENUE CITY: PALM BEACH STATE: FL ZIP: 33480 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: 23990863 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 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: 1231 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 X0407 4 2023-06-02 0 0000030697 Wendy's Co WEN 0000928264 MAY PETER W 223 SUNSET AVENUE PALM BEACH FL 33480 1 0 1 0 0001345471 TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 1 0 1 0 0 Common Stock 2023-06-02 4 S 0 443725 22.7606 D 20732628 I By Trian Partners Common Stock 5490002 D The price shown in Column 4 is a weighted average sale price. The price range for the sales is $22.75 - $22.865. 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, 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., and Trian Partners Strategic Fund-K, L.P. (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 the President and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by 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 and Trian Management 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 owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares which are reported on this filing as being indirectly held by Peter May and Trian Management through their relationship with Trian Partners, and the transactions with respect to such shares, are also reported in the filings made by Nelson Peltz and Trian Management, and Matthew Peltz and Trian Management, respectively, and represent the same shares and transactions. /s/ Daniel R. Marx, Attorney-In-Fact for Peter W. May 2023-06-02 /s/ Peter W. May, member of the general partner of Trian Fund Management, L.P. 2023-06-02