X0306 4 2019-03-06 0 0000030697 Wendy's Co WEN 0001661127 Peltz Matthew H. 280 PARK AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock 2019-03-06 4 S 0 3000000 17.11 D 28630629 I By Trian Partners Common Stock 44057 D Common Stock 195430 I By Peltz Family Foundation Common Stock 132397 I By Peltz 2009 Family Trust Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, 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"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. Peltz is a limited partner in Trian Management, a member of Trian Fund Management GP, LLC, the general partner of Trian Management, and a limited partner of certain affiliates of the Trian Funds, and as such has an indirect interest in the shares of the Issuer held by the Trian Funds. (FN 2, contd.) Mr. Peltz is also a limited partner in Trian Partners GP, L.P. ("Trian GP") and a member of Trian Partners General Partner, LCC, the general partner of Trian GP, and as such has an indirect interest in the shares of the Issuer held by Trian GP. 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 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 Foundation. Mr. Peltz is a trustee of the foundation. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein 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 2009 Family Trust. Mr. Peltz is a trustee of the trust. The transactions involving securities of the Issuer referred to as being beneficially owned by Trian Partners that are reported in this filing are the same securities and transactions reported separately in the Form 4s filed by Nelson Peltz; Peter W. May; Edward P. Garden; 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 Strategic Fund-G II General Partner, LLC; Trian Partners Strategic Fund-G III General Partner, LLC; Trian Partners Strategic Fund-K 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 Strategic Fund-G II, L.P.; Trian Partners Strategic Fund-G III, L.P.; Trian Partners Strategic Fund-K, L.P.; Trian Partners Strategic Fund-C, Ltd.; Trian Partners Strategic Fund-G II GP, L.P.; Trian Partners Strategic Fund-G III GP, L.P.; and Trian Partners Strategic Fund-K 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 Trian Partners in the Form 4s filed by Nelson Peltz, Peter W. May, Edward P. Garden, and by the Trian Entities in the Form 4s filed by the Trian Entities. Stuart I. Rosen, Attorney-In-Fact for Matthew H. Peltz 2019-03-07