Peter W. May - Oct 6, 2023 Form 4 Insider Report for Wendy's Co (WEN)

Signature
/s/ Daniel R. Marx, Attorney-In-Fact for Peter W. May
Stock symbol
WEN
Transactions as of
Oct 6, 2023
Transactions value $
$30,365
Form type
4
Date filed
10/10/2023, 04:57 PM
Previous filing
Aug 23, 2023
Next filing
Nov 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEN Common Stock Award $30.4K +1.5K +0.03% $20.23 5.49M Oct 6, 2023 Direct F1
holding WEN Common Stock 17.8M Oct 6, 2023 By Trian Partners F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and quarterly Board committee retainer fees that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.
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., 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. May is the President and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds.
F3 (FN 2, contd.) Mr. May 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. May and Trian Management 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 owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares 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.