X0306 4 2016-09-15 0000030697 Wendy's Co WEN 0001578490 Penegor Todd Allan C/O THE WENDY'S COMPANY ONE DAVE THOMAS BOULEVARD DUBLIN OH 43017 1 1 President & CEO Restricted Stock Units 2016-09-15 4 A 0 684.0000 0.0000 A Common Stock 684.0000 121542.0000 D With tandem dividend equivalent rights and tax withholding rights. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. Represents dividend equivalent units issued on September 15, 2016. The restricted stock units will vest in two equal installments on December 17, 2017 and December 17, 2018, subject to Mr. Penegor's continued employment with the Company on the applicable vesting date. Dana Klein, Attorney-In-Fact 2016-09-19