Peter W. May - Mar 3, 2023 Form 4 Insider Report for Wendy's Co (WEN)

Role: Director, 10%+ Owner
Signature: /s/ Daniel R. Marx, Attorney-in-Fact for Peter W. May
Stock symbol: WEN
Transactions as of: Mar 3, 2023
Transactions value $: -$79,987,896
Form type: 4
Date filed: 3/3/2023, 05:34 PM
Previous filing: Jan 10, 2023
Next filing: Apr 6, 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	By Trian Partners	F1, F2
holding	WEN	Common Stock						5,482,049	Mar 3, 2023	Direct

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., Trian Partners Strategic Fund-G III, 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. May 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 Funds.
F2	(FN 2, contd.) Mr. May 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. May 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 Funds and Trian GP. Mr. May 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.

Content

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., Trian Partners Strategic Fund-G III, 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. May 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 Funds.

(FN 2, contd.) Mr. May 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. May 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 Funds and Trian GP. Mr. May 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.

Remarks:

The transactions involving securities of the Issuer referred to herein as beneficially owned by "Trian Partners" that are reported in this filing are the same securities and transactions reported separately in the Form 4s filed by Nelson Peltz; Edward P. Garden; Matthew Peltz; Trian Fund Management, L.P., Trian Fund Management GP, 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 Fund-G II, L.P.; Trian Partners Strategic Fund-G III, L.P.; and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Entities"). The shares of the Issuer referred to as beneficially owned by "Trian Partners" are the same shares as those reported to be beneficially owned by "Trian Partners" in the Form 4s filed by Nelson Peltz, Edward P. Garden, and Matthew Peltz and by the Trian Entities in the Form 4 filed by the Trian Entities. Exhibit 24.1 Power of Attorney-Peter W. May