Nelson Peltz - Mar 3, 2023 Form 4 Insider Report for Wendy's Co (WEN)

Role
Director, 10%+ Owner
Signature
/s/ Daniel R. Marx, Attorney-In-Fact for Nelson Peltz
Stock symbol
WEN
Transactions as of
Mar 3, 2023
Transactions value $
-$79,987,896
Form type
4
Date filed
3/3/2023, 05:34 PM
Previous filing
Feb 17, 2023
Next filing
Apr 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEN Common Stock Sale -$80M -3.63M -14.32% $22.05 21.7M Mar 3, 2023 By Trian Partners F1, F2
holding WEN Common Stock 9.96M Mar 3, 2023 Direct
holding WEN Common Stock 132K Mar 3, 2023 By Peltz 2009 Family Trust F3, F4
holding WEN Common Stock 81.1K Mar 3, 2023 By Children F4, F5
holding WEN Common Stock 44.2K Mar 3, 2023 By Spouse F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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. Peltz 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 Funds.
F2 (FN 2, contd.) Mr. Peltz 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. Peltz 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 Funds and Trian GP. Mr. Peltz 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.
F3 All such shares are owned by the Peltz 2009 Family Trust for the benefit of Mr. Peltz's children. Mr. Peltz's spouse is a trustee of the trust.
F4 The reporting person disclaims beneficial ownership of these securities, 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.
F5 Owned by children living in the reporting person's household.

Remarks:

The transactions involving securities of the Issuer referred to herein as beneficially owned by "Trian Partners" that are reported in this filing are the same securities and transactions reported separately in the Form 4s filed by Peter W. May; Edward P. Garden; Matthew Peltz; Trian Fund Management, L.P., Trian Fund Management GP, LLC; Trian Partners GP, L.P.; 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 Entities"). The shares of the Issuer referred to as beneficially owned by "Trian Partners" are the same shares as those reported to be beneficially owned by "Trian Partners" in the Form 4s filed by Peter W. May, Edward P. Garden, and Matthew Peltz and by the Trian Entities in the Form 4 filed by the Trian Entities. Exhibit 24.1 Power of Attorney-Nelson Peltz