13D Filing: Trian Partners and Wendy’s Co (WEN)

Item 2 is hereby amended and supplemented with the following:

In connection with the upcoming end of its eight year term, Strategic Fund has sold all of the shares of Common Stock beneficially and directly owned by it.  As a result, Strategic Fund will no longer be a Filing Person and references to the “Trian Entities” shall no longer include Strategic Fund.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by the following:

Since the filing of Amendment No. 50, each of Messrs. Peltz, May and M. Peltz, in their capacities as directors of the Company, received 1,238 shares of Common Stock on January 3, 2017 and 1,259 shares of Common Stock on April 3, 2017, in each case from the Company in lieu of Board of Directors retainer fees pursuant to the terms of the Company’s 2010 Omnibus Award Plan.  In addition, on May 23, 2017 each of Messrs. Peltz, May and M. Peltz, received 6,510 restricted shares of Common Stock from the Company upon their re-election to the Board of Directors pursuant to the terms of the Company’s 2010 Omnibus Award Plan.

Certain shares of Common Stock held by the Trian Entities are held in the ordinary course of business with other investment securities owned by such Trian Entities in co-mingled margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to such Trian Entities, subject to applicable federal margin regulations, stock exchange rules and credit policies. Because other securities are held in Trian Entity margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase such shares of Common Stock, and it may not be possible to determine the amounts of margin, if any, that could be used to purchase shares of Common Stock in the future by the Trian Entities or any other funds, accounts or investment vehicles managed by Trian Management.

Item 4. Purpose of Transaction

Item 4 is hereby amended by adding the following:

The sales of Shares by the Filing Persons reported in this Amendment No. 51 resulting in a reduction of their aggregate holdings from approximately 24.7% of the outstanding Common Stock to approximately 22.4% of the outstanding Common Stock (based upon 245,456,174  shares of Common Stock outstanding as of May 4, 2017, as reported in the Company’s Quarterly Report on Form 10-Q filed on May 10, 2017) were principally in connection with the sale of all of the shares of Common Stock owned directly by the Strategic Fund in connection with the upcoming expiration of the eight-year term of the fund. None of the Shares that were sold were owned directly by Messrs. Peltz, May, Garden or M. Peltz. Immediately following the consummation of such sales, the Filing Persons will continue to be the Company’s largest stockholder (based on current share ownership information on file with the SEC), with an aggregate beneficial ownership of 55,109,938 shares.

The Filing Persons intend to review alternatives with respect to their investment in the Company on a continuing basis.  Depending on various factors, including, without limitation, the Company’s financial position, results of operations and strategic direction, price levels of the Common Stock, the Filing Persons’ overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Filing Persons, conditions in the securities and capital markets, and general economic and industry conditions and applicable regulatory and legal constraints, the Filing Persons may, from time to time and at any time in the future, take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, communicating with the Company’s other stockholders, industry participants and other interested or relevant parties about the Company, purchasing additional securities of the Company, entering into financial instruments or other agreements which increase or decrease the Filing Persons’ economic exposure with respect to their investment in the Company and/or changing the form of ownership of securities of the Company by the Filing Persons, selling some or all of their holdings in the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.  The Filing Persons reserve the right at any time to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Company and/or change their intention with respect to any and all matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.