0001209191-17-038351.txt : 20170607
0001209191-17-038351.hdr.sgml : 20170607
20170607170701
ACCESSION NUMBER: 0001209191-17-038351
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170605
FILED AS OF DATE: 20170607
DATE AS OF CHANGE: 20170607
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 Fund-K General Partner, LLC
CENTRAL INDEX KEY: 0001691894
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 17897901
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2124513000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Partners Strategic Fund-G III General Partner, LLC
CENTRAL INDEX KEY: 0001691858
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 17897903
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2124513000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 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: 17897906
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: 17897907
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: 17897908
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
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: 17897905
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 Strategic Fund-C General Partner, LLC
CENTRAL INDEX KEY: 0001691856
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 17897902
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2124513000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Partners Strategic Fund-G II General Partner, LLC
CENTRAL INDEX KEY: 0001691862
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 17897904
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2124513000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-06-05
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
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
0001691856
Trian Partners Strategic Fund-C 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
Common Stock
2017-06-05
4
S
0
5500000
15.97
D
39035921
I
Please see explanation below
The sales reported in this Form 4 were principally in connection with the sale of all of the shares of common stock of the issuer owned directly by one of the funds managed by Trian Management (as defined below) in connection with the upcoming expiration of the eight-year term of such fund.
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 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 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.
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, 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 22 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 22 joint filers. Matthew Peltz ("M. Peltz") is a limited partner in the LP Entities and a member of the signatories to this Form 4 and as such has an indirect interest in the shares of the Issuer beneficially owned by the Trian Funds, the LP Entities and the signatories to this Form 4. Messrs. Peltz, May, Garden and M. Peltz 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, Garden and M. Peltz 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
2017-06-05
Edward P. Garden, Member of Trian Partners Parallel Fund I, General Partner, LLC
2017-06-07
Edward P. Garden, member of Trian Partners General Partner, LLC
2017-06-07
Edward P. Garden, Member of Trian Fund Management GP, LLC
2017-06-07
Edward P. Garden, Member of Trian Partners Strategic Fund-G II General Partner, LLC
2017-06-07
Edward P. Garden, Member of Trian Partners Strategic Fund-G III General Partner, LLC
2017-06-07
Edward P. Garden, member of Trian Partners Strategic Fund-C General Partner, LLC
2017-06-07
Edward P. Garden, Member of Trian Partners Strategic Fund-K General Partner, LLC
2017-06-07