X0303 4 2008-09-19 0 0000030697 TRIARC COMPANIES INC TRY/TRYB 0000928265 PELTZ NELSON 280 PARK AVENUE NEW YORK NY 10017 1 0 1 0 Class A Common Stock 2008-09-19 4 A 0 150000 5.3692 A 285000 I By Trian Partners Class B Common Stock, Series 1 2008-09-19 4 A 0 280000 5.4423 A 426600 I By Trian Partners Class A Common Stock 2008-09-22 4 A 0 221000 5.1601 A 506000 I By Trian Partners Class B Common Stock, Series 2008-09-22 4 A 0 461000 5.2915 A 887600 I By Trian Partners Class A Common Stock 6980372 D Class A Common Stock 23550 I By Family Limited Partnership Class A Common Stock 200 I By Minor Children Class B Common Stock, Series 1 8918689 D Class B Common Stock, Series 1 47100 I By Family Limited Partnership Class B Common Stock, Series 1 400 I By Minor Children The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $5.30 to $5.42. 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. Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as (i) 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") and Trian Partners Parallel Fund II, L.P. ("Parallel Fund II" and collectively, the "Trian Entities") and (ii) the investment manager for a separate account owned by TCMG-MA, LLC (the "Separate Account"). Trian Management has full discretion and authority to make all investment and voting decisions in respect of the Separate Account. (FN 2, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Trian Partners Parallel Fund II General Partner, LLC ("Parallel Fund II GP LLC") is the general partner of Trian Partners Parallel Fund II GP, L.P. ("Parallel Fund II GP"), which is the general partner of Parallel Fund II. Mr. Peltz is a member of each of Trian Management GP, Trian GP LLC, Parallel Fund I GP LLC and Parallel Fund II GP LLC (the "Management Entities") and therefore is in a position to determine the investment and voting decisions made by the Trian Entities and the Separate Account. (FN 3, contd.) Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Management Entities, the Trian Entities and the Separate Account. Mr. Peltz disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $5.23 to $5.51. 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 $5.10 to $5.20. 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 $5.21 to $5.33. 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 reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. All such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz's spouse is the sole General Partner. Mr. Peltz was formerly a general partner of the partnership but has transferred his interest in the partnership to his spouse. The transactions involving securities of the Issuer reported in this filing are the same securities and transactions reported separately in Form 4s filed by Trian Fund Management, L.P.; Trian Partners General Partner, LLC; Trian Fund Management GP, LLC; Trian Partners Parallel Fund I General Partner, LLC; Trian Partners Parallel Fund II General Partner, LLC; Trian Partners GP, L.P.; Trian Partners, L.P.; Trian Partners Master Fund, L.P.; Trian Partners Parallel Fund I, L.P.; Trian Partners Parallel Fund II, L.P. and Trian Partners Parallel Fund II GP, L.P. (collectively, the "Trian Entities"). The shares of the Issuer referred to in this filing as beneficially owned by Trian Partners are the same shares as those reported to be beneficially owned by the Trian Entities in such Form 4s. Nelson Peltz 2008-09-23