0001209191-14-003408.txt : 20140115 0001209191-14-003408.hdr.sgml : 20140115 20140115192354 ACCESSION NUMBER: 0001209191-14-003408 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140115 FILED AS OF DATE: 20140115 DATE AS OF CHANGE: 20140115 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wendy's Co CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: (614) 764-3100 MAIL ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: WENDY'S/ARBY'S GROUP, INC. DATE OF NAME CHANGE: 20080926 FORMER COMPANY: FORMER CONFORMED NAME: TRIARC COMPANIES INC DATE OF NAME CHANGE: 19931109 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trian Partners Strategic Investment Fund General Partner, LLC CENTRAL INDEX KEY: 0001498042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 14530739 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trian Fund Management GP, LLC CENTRAL INDEX KEY: 0001345472 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 14530740 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trian Partners General Partner, LLC CENTRAL INDEX KEY: 0001345464 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 14530741 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trian Partners Parallel Fund I General Partner, LLC CENTRAL INDEX KEY: 0001345469 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 14530742 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRIAN FUND MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001345471 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 14530743 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Trian Fund Management, L.P. DATE OF NAME CHANGE: 20051128 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-01-15 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 Common Stock 2014-01-15 4 S 0 16200000 8.90 D 66800245 I Please see explanation below Trian Fund Management GP, LLC ("Trian Management GP") is the general partner 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") and Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund" and collectively, the "Trian Funds"). (FN 1, contd.) Trian Partners General Partner, LLC is the general partner of Trian Partners GP, L.P. which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the general partner of Parallel Fund I. Trian Partners Strategic Investment Fund General Partner, LLC is the general partner of Trian Partners Strategic Investment Fund GP, L.P., which is the general partner of Strategic Fund. 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. Each of Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund, L.P. (collectively, the "Trian Funds"), Trian Partners GP, L.P. ("Trian GP") and Trian Partners Strategic Investment Fund GP, L.P. (collectively with the Trian Funds and 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 LP Entities have filed a separate Form 4 that relates to the same securities and transactions reported herein. Thus, in total, there are 11 joint filers: the LP Entities,Trian Fund Management, L.P. ("Trian Management") and each of the other persons that is signatory to this Form 4. Nelson Peltz, Peter W. May and Edward P. Garden are members of Trian Fund Management GP, LLC, the general partner of Trian Management, which serves as the management company for the Trian Funds, and are members of Trian Partners General Partner, LLC, the general partner of Trian GP, and as such are in a position to determine the investment and voting decisions made on behalf of each of the 11 joint filers. Messrs. Peltz, May and Garden currently report their holdings and transactions in the Issuer's securities in separate filings. The transactions reported in this filing and the filing 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. In addition, the holdings of securities of the Issuer reported in this filing and in the filing by the other joint filers are also reported in the filings made by each of Messrs. Peltz, May and Garden as indirectly owned by each of them and in each case relate to the same shares. Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, General Partner, By: Edward P. Garden 2014-01-15 Edward P. Garden, Member 2014-01-15 Edward P. Garden, Member 2014-01-15 Edward P. Garden, Member 2014-01-15 Edward P. Garden, Member 2014-01-15