SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ACKMAN WILLIAM A

(Last)

(First)

(Middle)

110 EAST 42ND STREET

18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2005

3. Issuer Name and Ticker or Trading Symbol
WENDYS INTERNATIONAL INC [ WEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,366,000	I	See Footnote⁽¹⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Common Shares	⁽²⁾	01/19/2007	Common Shares	1,000,000	$27.37	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	11/17/2006	Common Shares	1,000,000	$33.23	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	02/20/2007	Common Shares	500,000	$30.4	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	02/20/2007	Common Shares	750,000	$31	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	02/22/2007	Common Shares	500,000	$30.19	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	03/02/2007	Common Shares	500,000	$30.45	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	03/12/2007	Common Shares	500,000	$30.944	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	03/12/2007	Common Shares	250,000	$30.976	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	03/16/2007	Common Shares	1,000,000	$29.32	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	03/23/2006	Common Shares	1,500,000	$45	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	07/21/2006	Common Shares	1,000,000	$29.32	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	09/15/2006	Common Shares	1,000,000	$31.28	I	See footnote.⁽¹⁾⁽³⁾
Options to Purchase Common Shares	⁽²⁾	09/27/2006	Common Shares	743,000	$31.2	I	See footnote.⁽¹⁾⁽³⁾

1. Name and Address of Reporting Person^*

ACKMAN WILLIAM A

(Last)

(First)

(Middle)

110 EAST 42ND STREET

18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pershing Square GP, LLC

(Last)

(First)

(Middle)

110 EAST 42ND STREET

18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pershing Square Holdings GP, LLC

(Last)

(First)

(Middle)

110 EAST 42ND STREET

18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pershing Square Capital Management, L.P.

(Last)

(First)

(Middle)

110 EAST 42ND STREET

18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PS Management GP, LLC

(Last)

(First)

(Middle)

110 EAST 42ND STREET

18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares directly beneficially owned by Pershing Square, L.P. ("Pershing I"), Pershing Square II, L.P. ("Pershing II"), Pershing Square International, Ltd. ("International"), and Pershing Square Investment II, L.P. ("Investment Fund"), respectively, which may be deemed to be indirectly beneficially owned by William A. Ackman ("Ackman"), Pershing Square GP, LLC ("Pershing GP"), Pershing Square Holdings GP, LLC ("Investment Fund GP"), Pershing Square Capital Management, L.P. ("International Manager") and PS Management, LLC ("International GP") and, collectively with Ackman, Pershing GP, International Manager and Investment Fund GP, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership with respect to the shares directly beneficially owned by Pershing I, Pershing II, International, and Investment Fund, respectively, except to the extent of its pecuniary interest therein.

2. Immediate.

3. Pershing GP is the general partner of Pershing I and Pershing II. Investment Fund GP is the general partner of Investment Fund. International GP is the general partner of International Manager. International Manager is the investment manager of International. Ackman is the managing member of Pershing GP, Investment Fund GP and International GP. Ackman is an authorized signatory for each of the Reporting Persons.

	/s/ William A. Ackman, Name: William A. Ackman	08/17/2005
	Pershing Square GP, LLC, By: /s/ William A. Ackman, Name: William A. Ackman	08/19/2005
	Pershing Square Holdings GP, LLC, By: /s/ William A. Ackman, Name: William A. Ackman	08/19/2005
	Pershing Square Capital Management, L.P., By: /s/ William A. Ackman, Name: William A. Ackman	08/19/2005
	PS Management GP, LLC, By: /s/ William A. Ackman, Name: William A. Ackman	08/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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