4//SEC Filing
PELTZ NELSON 4
Accession 0000950170-24-082176
CIK 0000030697other
Filed
Jul 7, 8:00 PM ET
Accepted
Jul 8, 5:25 PM ET
Size
10.9 KB
Accession
0000950170-24-082176
Insider Transaction Report
Form 4
Wendy's CoWEN
PELTZ NELSON
Director10% Owner
Transactions
- Award
Common Stock
2024-07-03$16.81/sh+1,308$21,987
Holdings
- 132,397(indirect: By Trust)
Common Stock
- 81,104(indirect: By Children)
Common Stock
- 19,140(indirect: By Trust)
Common Stock
- 15,943,466(indirect: By Trian Partners)
Common Stock
Footnotes (7)
- [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 a quarterly Board committee retainer fee 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]The reporting person's direct holdings have been decreased to reflect the contribution, for no consideration, of 19,140 shares to the Nelson Peltz 2023 Non-Pourover Revocable Trust (the "Peltz 2023 Trust"), with respect to which the reporting person is the sole trustee and sole beneficiary. The reporting person remains the beneficial owner of the shares, which are now reported as indirectly owned through the Peltz 2023 Trust.
- [F3]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 Chief Executive Officer 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.
- [F4](FN 3, contd.) Mr. Peltz 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. Peltz 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.
- [F5]All such shares are owned by the Peltz 2009 Family Trust for the benefit of Mr. Peltz's children. Mr. Peltz's spouse is a trustee of the trust.
- [F6]Mr. Peltz disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Peltz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F7]Owned by children living in the reporting person's household.
Documents
Issuer
Wendy's Co
CIK 0000030697
Entity typeother
Related Parties
1- filerCIK 0000928265
Filing Metadata
- Form type
- 4
- Filed
- Jul 7, 8:00 PM ET
- Accepted
- Jul 8, 5:25 PM ET
- Size
- 10.9 KB