Matthew H. Peltz - Jan 4, 2024 Form 4 Insider Report for Wendy's Co (WEN)

Signature
/s/ Daniel R. Marx, Attorney-In-Fact for Matthew H. Peltz
Stock symbol
WEN
Transactions as of
Jan 4, 2024
Transactions value $
$27,125
Form type
4
Date filed
1/8/2024, 04:34 PM
Previous filing
Nov 14, 2023
Next filing
Apr 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WEN Common Stock Award $27.1K +1.38K +1.42% $19.67 98.6K Jan 4, 2024 Direct F1
holding WEN Common Stock 15.9M Jan 4, 2024 By Trian Partners F2, F3
holding WEN Common Stock 132K Jan 4, 2024 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 Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and quarterly Board committee retainer fees that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.
F2 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 Co-Chief Investment Officer and a partner of Trian Management, and a limited partner or member 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.
F3 (FN 1, 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. The reporting persons disclaim beneficial ownership of the shares held by Trian Management and Trian GP (collectively, "Trian Partners") 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.
F4 Mr. Peltz 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.