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^*

Thuerk Suzanne M.

(Last)

(First)

(Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBLIN

43017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2023

3. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ]

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

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

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

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

X	Form filed by One Reporting Person
	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 Stock	5,695	D

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)
Employee Stock Option (Right to Buy)⁽¹⁾	⁽²⁾	08/12/2032	Common Stock	7,900	$21.4	D
Employee Stock Option (Right to Buy)⁽¹⁾	⁽³⁾	08/13/2031	Common Stock	3,474	$23.7	D
Employee Stock Option (Right to Buy)⁽¹⁾	⁽⁴⁾	08/07/2030	Common Stock	4,595	$22.34	D
Employee Stock Option (Right to Buy)⁽¹⁾	⁽⁵⁾	08/09/2029	Common Stock	7,344	$19.71	D
Employee Stock Option (Right to Buy)⁽¹⁾	⁽⁶⁾	08/20/2028	Common Stock	2,021	$18.515	D
Restricted Stock Units⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	6,277	$0⁽⁹⁾	D

Explanation of Responses:

1. With tandem net exercise and tax withholding rights.

2. The option becomes exercisable as to 2,633 shares on each of August 12, 2023 and 2024 and becomes exercisable as to 2,634 shares on August 12, 2025.

3. The option became exercisable as to 1,158 shares on August 13, 2022 and becomes exercisable as to 1,158 shares on each of August 13, 2023 and August 13, 2024.

4. The option became exercisable as to 1,531 shares on August 7, 2021 and 1,532 shares on August 7, 2022 and becomes exercisable as to 1,532 shares on August 7, 2023.

5. The option vested in three equal installments on August 9, 2020, 2021 and 2022 and is currently exercisable as to all 7,344 shares.

6. The option vested on August 20, 2021 and is currently exercisable as to all 2,021 shares.

7. With tandem dividend equivalent rights and tax withholding rights.

8. Of the restricted stock units, 1,291 (61 of which represent dividend equivalent units) will vest on August 7, 2023; 1,441 (49 of which represent dividend equivalent units) will vest on August 13, 2024; and 3,545 (41 of which represent dividend equivalent units) will vest on August 12, 2025. In each case, the stated number of restricted stock units will vest in full on the applicable vesting date, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.

9. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

	/s/ Suzanne M. Thuerk	01/26/2023
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.