X0304 4 2012-02-08 0 0000030697 Wendy's Co WEN 0000928265 PELTZ NELSON 280 PARK AVENUE NEW YORK NY 10017 1 0 1 0 Common Stock 2012-02-08 4 P 0 1250000 5.0187 A 82998145 I By Trian Partners Common Stock 2012-02-09 4 P 0 2100 5.03 A 83000245 I By Trian Partners Common Stock 15255818 D Common Stock 70650 I By Spouse Common Stock 600 I By Children Common Stock 744111 I By GRAT The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $4.99 to $5.04. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. Trian Fund Management, L.P ("Trian Management") 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") and Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund" and collectively, the "Trian Entities"), and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and as such is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Mr. Peltz is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. (FN 2, contd.) Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities and 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. The reporting person disclaims beneficial ownership of these securities, 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. Owned by a minor child and an adult child living in the reporting person's household. The transactions involving securities of the Issuer reported in this filing are the same securities and transactions reported separately in Form 4s filed by 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 Investment Fund 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 Investment Fund, L.P. and Trian Partners Strategic Investment Fund 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 the Trian Entities in such Form 4s. Stuart I. Rosen, Attorney-In-Fact for Nelson Peltz 2012-02-10