SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHWAB II DAVID E

(Last)

(First)

(Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BOULEVARD

(Street)

DUBLIN

43017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	09/16/2014		A		120⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	120	$0.0000	93,870	D
Restricted Stock Units	⁽¹⁾	09/16/2014		A		115⁽²⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	115	$0.0000	93,985	D
Restricted Stock Units	⁽¹⁾	09/16/2014		A		110⁽²⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	110	$0.0000	94,095	D
Restricted Stock Units	⁽¹⁾	09/16/2014		A		102⁽²⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	102	$0.0000	94,197	D
Restricted Stock Units	⁽¹⁾	09/16/2014		A		81⁽²⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	81	$0.0000	94,278	D
Restricted Stock Units	⁽¹⁾	09/16/2014		A		56⁽²⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	56	$0.0000	94,334	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. Represents dividend equivalent units issued on September 16, 2014.

3. The restricted stock units vested in two equal installments on May 28, 2010 and May 28, 2011. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.

4. The restricted stock units vested in two equal installments on June 1, 2011 and June 1, 2012. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.

5. The restricted stock units vested in two equal installments on May 24, 2013 and May 24, 2014. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.

6. The restricted stock units vested in two equal installments on May 26, 2012 and May 26, 2013. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.

7. The restricted stock units vested in full on May 23, 2014. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.

8. The restricted stock units will vest in full on the earlier of May 28, 2015 or the date of the Company's 2015 annual meeting of stockholders. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company.

	Dana Klein, Attorney-In-Fact	09/18/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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