Trian Fund Management, L.P. - Mar 3, 2023 Form 4 Insider Report for Wendy's Co (WEN)

Role: 10%+ Owner
Signature: Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, General Partner, By: Edward P. Garden, Member
Stock symbol: WEN
Transactions as of: Mar 3, 2023
Transactions value $: -$79,987,896
Form type: 4
Date filed: 3/3/2023, 05:33 PM
Previous filing: Jan 31, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	WEN	Common Stock	-Sell	-$79,987,896	-3,627,569	-14.32%	$22.05	21,705,770	Mar 3, 2023	Please see explanation below	F1, F2

Explanation of Responses:

Id	Content
F1	Trian Fund Management GP, LLC ("Trian Management GP") is the general partner (the "GP") of Trian Fund Management, L.P. ("Trian Management"). 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"), Trian Partners Strategic Fund-G II, L.P. ("Fund-G II"), Trian Partners Strategic Fund-G III, L.P. ("Fund-G III"), and Trian Partners Strategic Fund-K, L.P. ("Fund-K" and 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.
F2	(FN 2, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the GP of Trian Partners GP, L.P. ("Trian GP"), which is the GP of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the GP of Parallel Fund I, Trian Partners Strategic Fund-G II General Partner, LLC is the GP of Trian Partners Strategic Fund-G II GP, L.P., which is the GP of Fund-G II, Trian Partners Strategic Fund-G III General Partner, LLC is the GP of Trian Partners Strategic Fund-G III GP, L.P., which is the GP of Fund-G III, and Trian Partners Strategic Fund-K General Partner, LLC is the GP of Trian Partners Strategic Fund-K GP, L.P., which is the GP of Fund-K.

Content

Trian Fund Management GP, LLC ("Trian Management GP") is the general partner (the "GP") of Trian Fund Management, L.P. ("Trian Management"). 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"), Trian Partners Strategic Fund-G II, L.P. ("Fund-G II"), Trian Partners Strategic Fund-G III, L.P. ("Fund-G III"), and Trian Partners Strategic Fund-K, L.P. ("Fund-K" and 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.

(FN 2, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the GP of Trian Partners GP, L.P. ("Trian GP"), which is the GP of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC is the GP of Parallel Fund I, Trian Partners Strategic Fund-G II General Partner, LLC is the GP of Trian Partners Strategic Fund-G II GP, L.P., which is the GP of Fund-G II, Trian Partners Strategic Fund-G III General Partner, LLC is the GP of Trian Partners Strategic Fund-G III GP, L.P., which is the GP of Fund-G III, and Trian Partners Strategic Fund-K General Partner, LLC is the GP of Trian Partners Strategic Fund-K GP, L.P., which is the GP of Fund-K.

Remarks:

Nelson Peltz, Peter W. May and Edward P. Garden are members of Trian Management GP, which is the GP of Trian Management, and as such are in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Funds, and are members of Trian GP, LLC, which is the GP of Trian GP, and as such are in a position to determine the investment and voting decisions made on behalf of Trian GP. Matthew Peltz ("M. Peltz") is a limited partner in Trian Management and a member of Trian GP LLC and as such has an indirect interest in the shares of the Issuer held by the Trian Funds, and a limited partner in Trian GP and a member of Trian GP LLC and as such has an indirect interest in the shares of the Issuer held by Trian GP. Messrs. Peltz, May, Garden and M. Peltz currently report their holdings and transactions in the Issuer's securities in separate filings. The holdings of the securities of the Issuer and the transactions reported in this filing are also reported in the filings made by each of Messrs. Peltz, May, Garden and M. Peltz and in each case relate to the same securities (reported as indirectly held by them) and transactions. Each of Messrs. Peltz, May, Garden and M. Peltz disclaims beneficial ownership of the securities covered by this statement except to the extent of the pecuniary interest of such person in such securities.