Peter W. May - Nov 14, 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: Nov 14, 2023
Transactions value $: -$35,336,205
Form type: 4
Date filed: 11/14/2023, 04:52 PM
Previous filing: Oct 10, 2023
Next filing: Jan 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	WEN	Common Stock	-Sell	-$35,336,205	-1,883,593	-10.57%	$18.76	15,943,466	Nov 14, 2023	By Trian Partners	F1, F2
holding	WEN	Common Stock						5,492,926	Nov 14, 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., 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 the President 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. 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 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.

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., 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 the President 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.

(FN 1, 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 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.

Remarks:

The shares which are reported on this filing as being indirectly held by Peter May 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 Nelson Peltz and Trian Management, and Matthew Peltz and Trian Management, respectively, and represent the same shares and transactions.