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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/26/2024 |
3. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (Right to Buy)(1) | (2) | 08/11/2033 | Common Stock | 10,504 | $21.53 | D | |
Employee Stock Option (Right to Buy)(1) | (3) | 08/12/2032 | Common Stock | 12,641 | $21.4 | D | |
Employee Stock Option (Right to Buy)(1) | (4) | 08/13/2031 | Common Stock | 8,528 | $23.7 | D | |
Employee Stock Option (Right to Buy)(1) | (5) | 08/07/2030 | Common Stock | 20,890 | $22.34 | D | |
Restricted Stock Units(6) | (7) | (7) | Common Stock | 9,386 | $0(8) | D |
Explanation of Responses: |
1. With tandem net exercise and tax withholding rights. |
2. The option becomes exercisable as to 3,501 shares on each of August 11, 2024 and 2025 and becomes exercisable as to 3,502 shares on August 11, 2026. |
3. The option became exercisable as to 4,213 shares on August 12, 2023 and becomes exercisable as to 4,214 shares on each of August 12, 2024 and 2025. |
4. The option became exercisable as to 2,842 shares on August 13, 2022 and 2,843 shares on August 13, 2023 and becomes exercisable as to 2,843 shares on August 13, 2024. |
5. The option vested in three equal installments on August 7, 2021, 2022 and 2023 and is currently exercisable as to all 20,890 shares. |
6. With tandem dividend equivalent rights and tax withholding rights. |
7. Of the restricted stock units, 4,067 (340 of which represent dividend equivalent units) will vest on March 9, 2024; 3,713 (296 of which represent dividend equivalent units) will vest on August 13, 2024; and 1,606 (39 of which represent dividend equivalent units) will vest in three equal installments on August 11, 2024, 2025 and 2026. In each case, the vesting of the restricted stock units is subject to Mr. Spessard's continued employment with the Company on the applicable vesting date. |
8. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. |
Remarks: |
Power of attorney is included with this filing as Exhibit 24. |
/s/ Matthew P Spessard | 02/26/2024 | |
** 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. |