X0306 4/A 2016-12-02 2016-12-06 0 0000030697 Wendy's Co WEN 0001345471 TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001345469 Trian Partners Parallel Fund I General Partner, LLC 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001345464 Trian Partners General Partner, LLC 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001345472 Trian Fund Management GP, LLC 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001498042 Trian Partners Strategic Investment Fund General Partner, LLC 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001691862 Trian Partners Strategic Fund-G II General Partner, LLC 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001691858 Trian Partners Strategic Fund-G III General Partner, LLC 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001691894 Trian Partners Strategic Fund-K General Partner, LLC 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 0001691856 Trian Partners Strategic Fund-C General Partner, LLC 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2016-12-02 4 P 0 1540084 12.6243 A 42332621 I Please see explanation below Common Stock 2016-12-05 4 P 0 900000 12.8458 A 43232621 I Please see explanation below Common Stock 2016-12-06 4 P 0 1303300 12.9602 A 44535921 I Please see explanation below The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $12.5750 to $12.7500. The reporting persons undertake 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 purchased at each separate price. Trian Fund Management GP, LLC ("Trian Management GP") is the general partner (the "GP") of Trian Fund Management, L.P ("Trian Management"), which serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund"), Trian Partners Strategic Fund-G II, L.P. ("Fund-G II"),Trian Partners Strategic Fund-G III, L.P. ("Fund-G III"), Trian Partners Strategic Fund-K, L.P. ("Fund-K") and Trian Partners Strategic Fund-C, Ltd. ("Fund-C" and collectively, the "Trian Funds"). (FN 2, contd.) Trian Partners General Partner, LLC is the GP of Trian Partners GP, L.P. ("Trian GP"), which is the GP of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the GP of Parallel Fund I. Trian Partners Strategic Investment Fund General Partner, LLC is the GP of Trian Partners Strategic Investment Fund GP, L.P., which is the GP of Strategic Fund, Trian Partners Strategic Fund-G II General Partner, LLC is the GP of Trian Partners Strategic Fund-G II GP, L.P., which is the GP of Fund-G II, Trian Partners Strategic Fund-G III General Partner, LLC is the GP of Trian Partners Strategic Fund-G III GP, L.P., which is the GP of Fund-G III, Trian Partners Strategic Fund-K General Partner, LLC is the GP of Trian Partners Strategic Fund-K, GP, L.P., which is the GP of Fund-K and Trian Partners Strategic Fund C General Partner, LLC is the GP of Trian Partners Strategic Fund-C GP, L.P., which is the GP of the feeder fund to Fund-C. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $12.73 to $12.915. 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 purchased at each separate price. The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $12.85 to $13.07. The reporting persons undertake 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 purchased at each separate price. This Form is being amended solely for the purpose of including signatories that were omitted in the original filing pending receipt of their respective EDGAR codes. Each of Trian Offshore, Parallel Fund I, Strategic Fund, Trian Onshore, Fund-G II, Fund-G III, Fund-K and Fund-C (collectively, the "Trian Funds"), Trian GP and Trian Partners Strategic Investment Fund GP, L.P., Trian Partners Strategic Fund-G II GP, L.P., Trian Partners Strategic Fund-G III GP, L.P., Trian Partners Strategic Fund-K GP, L.P., and Trian Partners Strategic Fund-C GP, L.P. (collectively with Trian GP, the "LP Entities") is also a reporting person. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Trian Funds and the LP Entities have filed separate Form 4s that relate to the same securities and transactions reported herein. Thus, in total, there are 23 joint filers: the Trian Funds, the LP Entities, Trian Fund Management, L.P. and each of the other persons that is signatory to this Form 4. Nelson Peltz, Peter W. May and Edward P. Garden are in a position to determine the investment and voting decisions made on behalf of each of the 23 joint filers. Messrs. Peltz, May and Garden currently report their holdings and transactions in the Issuer's securities in separate filings. The holdings of securities of the Issuer and the transactions reported in this filing and in the filings by the other joint filers are also reported in the filings made by each of Messrs. Peltz, May and Garden and in each case relate to the same securities (reported as indirectly held by them) and transactions. Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, General Partner, By: Edward P. Garden, Member 2016-12-09 Edward P. Garden, Member 2016-12-09 Edward P. Garden, Member 2016-12-09 Edward P. Garden, Member 2016-12-09 Edward P. Garden, Member 2016-12-09 Edward P. Garden, Member 2016-12-09 Edward P. Garden, Member 2016-12-09 Edward P. Garden, Member 2016-12-09 Edward P. Garden, Member 2016-12-09