Filing Details

Accession Number:
0001209191-12-007513
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-02-03 16:58:41
Reporting Period:
2012-02-01
Filing Date:
2012-02-03
Accepted Time:
2012-02-03 16:58:41
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
30697 Wendy's Co WEN Retail-Eating & Drinking Places (5810) 380471180
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1257864 P Edward Garden 280 Park Avenue
New York NY 10017
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2012-02-01 875,000 $4.75 77,498,145 No 4 P Indirect By Trian Partners
Common Stock Acquisiton 2012-02-02 875,000 $4.78 78,373,145 No 4 P Indirect By Trian Partners
Common Stock Acquisiton 2012-02-03 875,000 $4.87 79,248,145 No 4 P Indirect By Trian Partners
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect By Trian Partners
No 4 P Indirect By Trian Partners
No 4 P Indirect By Trian Partners
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 293,506 Direct
Footnotes
  1. The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $4.70 to $4.77. 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 purchased at each separate price.
  2. Trian Fund Management, L.P ("Trian Management") 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") and Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund" and collectively, the "Trian Entities"), and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and as such is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Mr. Garden 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.
  3. (FN 2, contd.) Accordingly, Mr. Garden 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 beneficially owned by the Trian Entities and Trian GP. Mr. Garden disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  4. The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $4.755 to $4.810. 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 purchased at each separate price.
  5. The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $4.83 to $4.90. 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 purchased at each separate price.