0001209191-16-153766.txt : 20161206 0001209191-16-153766.hdr.sgml : 20161206 20161206201834 ACCESSION NUMBER: 0001209191-16-153766 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161202 FILED AS OF DATE: 20161206 DATE AS OF CHANGE: 20161206 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: 0103 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: 162037451 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: 162037452 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: 162037453 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: 162037454 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: 162037455 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 2016-12-02 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 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. Each of Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund, L.P., Trian Partners L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund-G III, L.P., Trian Partners Strategic Fund-K, L.P., and Trian Partners Strategic Fund-C, Ltd. (collectively, the "Trian Funds"), Trian Partners GP, L.P. ("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 transactions reported in this filing and 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. In addition, the holdings of securities of the Issuer 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 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 2016-12-06 Edward P. Garden, Member 2016-12-06 Edward P. Garden, Member 2016-12-06 Edward P. Garden, Member 2016-12-06 Edward P. Garden, Member 2016-12-06