Matthew H. Peltz - Mar 3, 2023 Form 4 Insider Report for Wendy's Co (WEN)

Role
Director
Signature
/s/ Daniel R. Marx, Attorney-In-Fact for Matthew H. Peltz
Stock symbol
WEN
Transactions as of
Mar 3, 2023
Transactions value $
-$79,987,896
Form type
4
Date filed
3/3/2023, 05:36 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 Sale -$80M -3.63M -14.32% $22.05 21.7M Mar 3, 2023 By Trian Partners F1, F2
holding WEN Common Stock 86.8K Mar 3, 2023 Direct
holding WEN Common Stock 195K Mar 3, 2023 By Peltz Family Foundation F3, F4
holding WEN Common Stock 132K Mar 3, 2023 By Peltz 2009 Family Trust F4, F5
* 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., 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. Peltz is a limited partner in Trian Management, a member of Trian Fund Management GP, LLC, the general partner of Trian Management, and a limited partner of certain affiliates of the Trian Funds, and as such has an indirect interest in the shares of the Issuer held by the Trian Funds.
F2 (FN 2, contd.) Mr. Peltz is also a limited partner in Trian Partners GP, L.P. ("Trian GP") and a member of Trian Partners General Partner, LLC, the general partner of Trian GP, and as such has an indirect interest in the shares of the Issuer held by 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.
F3 All such shares are owned by the Peltz Family Foundation. Mr. Peltz is a trustee of the foundation.
F4 The reporting person disclaims beneficial ownership of these securities 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.
F5 All such shares are owned by the Peltz 2009 Family Trust. Mr. Peltz is a trustee of the trust.

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; Peter W. May; Edward P. Garden; 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, Peter W. May, and Edward P. Garden, and by the Trian Entities in the Form 4 filed by the Trian Entities. Exhibit 24.1 Power of Attorney-Matthew Peltz