Nelson Peltz - Aug 8, 2024 Form 4 Insider Report for Wendy's Co (WEN)

Signature
/s/ Daniel R. Marx, Attorney-In-Fact for Nelson. Peltz
Stock symbol
WEN
Transactions as of
Aug 8, 2024
Transactions value $
-$17,180,000
Form type
4
Date filed
8/9/2024, 08:47 PM
Previous filing
Jul 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEN Common Stock Sale -$17.2M -1M -6.27% $17.18 14.9M Aug 8, 2024 By Trian Partners F1, F2
holding WEN Common Stock 9.96M Aug 8, 2024 Direct
holding WEN Common Stock 132K Aug 8, 2024 By Peltz 2009 Family Trust F3, F4
holding WEN Common Stock 81.1K Aug 8, 2024 By Children F4, F5
holding WEN Common Stock 44.2K Aug 8, 2024 By Spouse F4
holding WEN Common Stock 19.1K Aug 8, 2024 By Peltz 2023 Family Trust F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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., and Trian Partners Strategic Fund-K, L.P. (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 the Chief Executive Officer and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds.
F2 (FN 1, contd.) 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. Accordingly, Mr. Peltz and Trian Management 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 owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F3 All such shares are owned by the Peltz 2009 Family Trust for the benefit of Mr. Peltz's children. Mr. Peltz's spouse is a trustee of the trust.
F4 Mr. Peltz disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Peltz is the beneficial owner of such securities for purposes of Section16 or for any other purpose.
F5 Owned by children living in the reporting person's household.
F6 All such shares are owned by the Nelson Peltz 2023 Non-Pourover Revocable Trust (the "Peltz 2023 Trust"), with respect to which the reporting person is the sole trustee and sole beneficiary. The reporting person remains the beneficial owner of the shares, which are reported as indirectly owned through the Peltz 2023 Trust.

Remarks:

The shares which are reported on this filing as being indirectly held by Nelson Peltz and Trian Management through their relationship with Trian Partners, and the transactions with respect to such shares, are also reported in the filings made by Peter May and Trian Management, and Matthew Peltz and Trian Management, respectively, and represent the same shares and transactions.