SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Burnside Leigh A.

(Last)

(First)

(Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BOULEVARD

(Street)

DUBLIN

43017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2017

3. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,710	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)⁽¹⁾	⁽²⁾	07/02/2022	Common Stock	27,777	$4.675	D
Employee Stock Option (right to buy)⁽¹⁾	⁽³⁾	08/09/2023	Common Stock	26,408	$7.9225	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	08/11/2024	Common Stock	36,824	$8.2225	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁵⁾	08/07/2025	Common Stock	34,294	$9.8575	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁶⁾	08/12/2026	Common Stock	29,528	$10.0875	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁷⁾	08/11/2027	Common Stock	28,005	$15.355	D
Restricted Stock Units⁽⁸⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	27,653	$0.0000⁽¹⁰⁾	D

Explanation of Responses:

1. With tandem net exercise and tax withholding rights.

2. The option is currently exercisable as to all 27,777 shares.

3. The option is currently exercisable as to all 26,408 shares.

4. The option is currently exercisable as to all 36,824 shares.

5. The option became exercisable as to 11,431 shares on each of August 7, 2016 and August 7, 2017 and becomes exercisable as to 11,432 shares on August 7, 2018.

6. The option became exercisable as to 9,842 shares on August 12, 2017 and becomes exercisable as to 9,843 shares on each of August 12, 2018 and August 12, 2019.

7. The option becomes exercisable as to 9,335 shares on each of August 11, 2018, August 11, 2019 and August 11, 2020.

8. With tandem dividend equivalent rights and tax withholding rights.

9. Of the restricted stock units, 5,511 (236 of which represent dividend equivalent units) will vest on August 7, 2018; 6,321 (126 of which represent dividend equivalent units) will vest on August 12, 2019; 10,123 (46 of which represent dividend equivalent units) will vest on May 3, 2020; and 5,698 will vest on August 11, 2020. In each case, the stated number of restricted stock units will vest in full on the applicable vesting date, subject to Ms. Burnside's continued employment with the Company on such applicable vesting date.

10. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

	/s/ Leigh A. Burnside	08/21/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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