SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TSAI GERALD JR

(Last)

(First)

(Middle)

TRIARC COMPANIES, INC.

280 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRIARC COMPANIES INC [ TRY;TRY.B ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/23/2007		M		3,000	A	⁽¹⁾⁽²⁾⁽³⁾	9,018	D
Class A Common Stock	05/23/2007		M		2,000	A	⁽¹⁾⁽²⁾⁽⁴⁾	11,018	D
Class A Common Stock	05/23/2007		M		4,000	A	⁽¹⁾⁽²⁾⁽⁵⁾	15,018	D
Class A Common Stock	05/23/2007		M		4,000	A	⁽¹⁾⁽²⁾⁽⁶⁾	19,018	D
Class A Common Stock	05/23/2007		M		4,000	A	⁽¹⁾⁽²⁾⁽⁷⁾	23,018	D
Class A Common Stock	05/23/2007		S		2,800	D	$17.05	20,218	D
Class A Common Stock	05/23/2007		S		800	D	$17.06	19,418	D
Class A Common Stock	05/23/2007		S		3,500	D	$17.07	15,918	D
Class A Common Stock	05/23/2007		S		4,200	D	$17.08	11,718	D
Class A Common Stock	05/23/2007		S		500	D	$17.09	11,218	D
Class A Common Stock	05/23/2007		S		7,900	D	$17.1	3,318	D
Class A Common Stock	05/23/2007		S		1,000	D	$17.11	2,318	D
Class A Common Stock	05/23/2007		S		100	D	$17.12	2,218	D
Class A Common Stock	05/23/2007		S		100	D	$17.17	2,118	D
Class A Common Stock	05/23/2007		S		1,200	D	$17.19	918	D
Class A Common Stock	05/23/2007		S		500	D	$17.2	418	D
Class A Common Stock	05/23/2007		S		200	D	$17.21	218	D
Class A Common Stock	05/23/2007		S		218	D	$17.23	0	D
Class B Common Stock, Series 1	05/23/2007		M		6,000	A	⁽¹⁾⁽²⁾⁽³⁾	18,036	D
Class B Common Stock, Series 1	05/23/2007		M		4,000	A	⁽¹⁾⁽²⁾⁽⁴⁾	22,036	D
Class B Common Stock, Series 1	05/23/2007		M		8,000	A	⁽¹⁾⁽²⁾⁽⁵⁾	30,036	D
Class B Common Stock, Series 1	05/23/2007		M		8,000	A	⁽¹⁾⁽²⁾⁽⁶⁾	38,036	D
Class B Common Stock, Series 1	05/23/2007		M		8,000	A	⁽¹⁾⁽²⁾⁽⁷⁾	46,036	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽⁸⁾	$25.65⁽¹⁾	05/23/2007		M			3,000⁽³⁾	⁽⁹⁾	05/06/2008	Class A Common Stock⁽²⁾⁽³⁾	3,000	$0	0	D
Stock Option (right to buy)⁽⁸⁾	$18.4⁽¹⁾	05/23/2007		M			2,000⁽⁴⁾	⁽¹⁰⁾	06/22/2010	Class A Common Stock⁽²⁾⁽⁴⁾	2,000	$0	0	D
Stock Option (right to buy)⁽⁸⁾	$24.65⁽¹⁾	05/23/2007		M			4,000⁽⁵⁾	⁽¹¹⁾	06/21/2011	Class A Common Stock⁽²⁾⁽⁵⁾	4,000	$0	0	D
Stock Option (right to buy)⁽⁸⁾	$25.82⁽¹⁾	05/23/2007		M			4,000⁽⁶⁾	⁽¹²⁾	06/04/2012	Class A Common Stock⁽²⁾⁽⁶⁾	4,000	$0	0	D
Stock Option (right to buy)⁽⁸⁾	$26.45⁽¹⁾	05/23/2007		M			4,000⁽⁷⁾	⁽¹³⁾	06/03/2013	Class A Common Stock⁽²⁾⁽⁷⁾	4,000	$0	0	D

Explanation of Responses:

1. As a result of the special extraordinary cash dividends paid in 2006, on December 14, 2006, the Compensation Committee and the Performance Compensation Committee of the Board of Directors of Triarc determined to reduce the exercise price of each stock option that was granted prior to August 21, 2003 by $0.45 for each option outstanding at the opening of the market on each of February 15, 2006, June 29, 2006 and December 1, 2006, aggregating $1.35 per share. Accordingly, the previously reported exercise price of this stock option was reduced by $1.35 per share.

2. On August 11, 2003, Triarc Companies, Inc. (Triarc) declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1 for each share of Class A Common Stock outstanding. As a result of the stock dividend, each outstanding option granted under Triarc's Equity Participation Plans was adjusted so that each such option outstanding as of August 21, 2003, became exercisable for both one share of Class A Common and two shares of Class B Common Stock, Series 1.

3. This stock option was previously reported as an option for 3,000 shares of Class A Common Stock at an exercise price of $27.00 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, 6,000 shares of Class B Common Stock, Series 1 for no additional consideration.

4. This stock option was previously reported as an option for 2,000 shares of Class A Common Stock at an exercise price of $19.75 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, 4,000 shares of Class B Common Stock, Series 1 for no additional consideration.

5. This stock option was previously reported as an option for 4,000 shares of Class A Common Stock at an exercise price of $26.00 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, 8,000 shares of Class B Common Stock, Series 1 for no additional consideration.

6. This stock option was previously reported as an option for 4,000 shares of Class A Common Stock at an exercise price of $27.17 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, 8,000 shares of Class B Common Stock, Series 1 for no additional consideration.

7. This stock option was previously reported as an option for 4,000 shares of Class A Common Stock at an exercise price of $27.80 per share, but was adjusted to reflect the stock dividend referred to in note (2) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, 8,000 shares of Class B Common Stock, Series 1 for no additional consideration.

8. With tandem tax withholding rights.

9. The option vested in two equal installments on May 6, 1999 and 2000.

10. The option vested in two equal installments on June 22, 2000 and 2001.

11. The option vested in two equal installments on June 21, 2002 and 2003.

12. The option vested in two equal installments on June 4, 2003 and 2004.

13. The option vested in two equal installments on June 3, 2004 and 2005.

Remarks:

	/s/ Tsai, Jr., Gerald	05/25/2007
	** 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 4 (b)(v).
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