X0202 4 2005-12-06 0 0000030697 TRIARC COMPANIES INC TRY;TRY.B 0000928264 MAY PETER W TRIARC COMPANIES, INC. 280 PARK AVENUE NEW YORK NY 10017 1 1 1 0 President and COO Class A Common Stock 2005-12-06 4 M 0 100000 A 3134360 D Class A Common Stock 2005-12-06 4 F 0 60202 D 3074158 D Class B Common Stock, Series 1 2005-12-06 4 M 0 200000 A 3437689 D Class B Common Stock, Series 1 2005-12-06 4 F 0 120406 D 3317283 D Employee Stock Option (right to buy) 10.125 2005-12-06 4 M 0 100000 0 D 2005-12-07 Class A Common Stock 100000 0 D On August 11, 2003, Triarc declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock outstanding. As a result of the stock dividend, each outstanding option granted under Triarc's 1993 Equity Participation Plan was adjusted so that each such option outstanding as of August 21, 2003 became exercisable for both one share of Class A Common and two shares of Class B Common Stock, Series 1. This employee stock option was previously reported as an option for 100,000 shares of Class A Common Stock at an exercise price of $10.125 per share, but was adjusted to reflect the stock dividend referred to in note (1) above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, 200,000 shares of Class B Common Stock, Series 1 for no additional consideration. In connection with the exercise of the stock options reported herein, Mr. May tendered 66,004 shares of Triarc's Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class B Common Stock, Series 1, on December 6, 2005, as payment of the exercise price of such options. Additionally, Mr. May elected to have withheld from the shares issued upon exercise of such stock option 60,202 shares of Class A Common Stock and 54,402 shares of Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class A Common Stock and Class B Common Stock, Series 1, respectively, on December 6, 2005, to satisfy tax withholding obligations in connection with such stock option exercise. With tandem tax withholding rights. The option vested in three equal installments on December 7, 1996, 1997 and 1998. /s/ May, Peter W. 2005-12-08