Matthew H. Peltz - May 22, 2023 Form 4 Insider Report for Wendy's Co (WEN)

Signature
/s/ Daniel R. Marx, Attorney-In-Fact for Matthew H. Peltz
Stock symbol
WEN
Transactions as of
May 22, 2023
Transactions value $
-$12,035,501
Form type
4
Date filed
5/24/2023, 07:16 PM
Previous filing
May 18, 2023
Next filing
Jun 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEN Common Stock Sale -$12M -529K -2.44% $22.73 21.2M May 22, 2023 By Trian Partners F1, F2, F3
holding WEN Common Stock 94.6K May 22, 2023 Direct
holding WEN Common Stock 132K May 22, 2023 By Peltz 2009 Family Trust F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price shown in Column 4 is a weighted average sale price. The price range for the sales is $22.655 - $23.125. 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.
F2 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 limited partner in Trian Management, a member of Trian Fund Management GP, LLC, the general partner of Trian Management, and a limited partner of certain affiliates of the Trian Funds, and as such has an indirect interest in the shares of the Issuer held by the Trian Funds.
F3 (FN 2, contd.) Mr. Peltz is also a limited partner in Trian Partners GP, L.P. ("Trian GP") and a member of Trian Partners General Partner, LLC, the general partner of Trian GP, and as such has an indirect interest in the shares of the Issuer held by Trian GP. The reporting persons disclaim beneficial ownership of the share held by Trian Management and Trian GP (collectively, "Trian Partners") 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.
F4 Mr. Peltz disclaims beneficial ownership of these securities 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.
F5 All such shares are owned by the Peltz 2009 Family Trust. Mr. Peltz is a trustee of the trust.

Remarks:

The shares which are reported on this filing as being indirectly held by Matthew Peltz 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 Peter May and Trian Management, respectively, and represent the same shares and transactions.