Edgar Filing: WENDY'S/ARBY'S GROUP, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Trian Fund Management, L.P.

2. Issuer Name and Ticker or Trading Symbol
WENDY'S/ARBY'S GROUP, INC. [WEN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Schedule 13D Filer

(Last)

(First)

(Middle)

280 PARK AVENUE, 41ST FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2008

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, Series 1	09/29/2008		J⁽¹⁾⁽²⁾⁽³⁾	V	2,686,159 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D	⁽¹⁾ ⁽²⁾ ⁽³⁾	0	I	Please see explanation below ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Class A Common Stock	09/29/2008		J⁽¹⁾⁽²⁾⁽³⁾	V	2,686,159 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	4,117,159	I	Please see explanation below ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Class A Common Stock	09/29/2008		J⁽¹⁾⁽²⁾⁽⁷⁾		23,110,593 ⁽¹⁾ ⁽²⁾ ⁽⁷⁾	A	⁽¹⁾ ⁽²⁾ ⁽⁷⁾	27,227,752	I	Please see explanation below ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Trian Fund Management, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017				Schedule 13D Filer
Trian Partners GP, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017				Schedule 13D filer
Trian Partners Master Fund, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017				Schedule 13D filer
TRIAN PARTNERS PARALLEL FUND I L P 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017				Schedule 13D filer
Trian Partners Parallel Fund II GP, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017				Schedule 13D filer
Trian Partners Parallel Fund II, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017				Schedule 13D filer
Trian Partners, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK, NY 10017				Schedule 13D filer

Signatures

Trian Fund Management, L.P., By: Trian Fund Management GP, LLC, General Partner, By: Edward P. Garden		10/03/2008
^**Signature of Reporting Person		Date
Edward P. Garden, member of the general partner of Trian Partners GP, L.P.		10/03/2008
^**Signature of Reporting Person		Date
Edward P. Garden, member of the general partner of Trian Partners Master Fund, L.P.		10/03/2008
^**Signature of Reporting Person		Date
Edward P. Garden, member of the general partner of Trian Partners Parallel Fund I, L.P.		10/03/2008
^**Signature of Reporting Person		Date
Edward P. Garden, member of the general partner of Trian Partners Parallel Fund II GP, L.P.		10/03/2008
^**Signature of Reporting Person		Date
Edward P. Garden, member of the general partner of Trian Partners Parallel Fund II, L.P.		10/03/2008
^**Signature of Reporting Person		Date
Edward P. Garden, member of the general partner of Trian Partners, L.P.		10/03/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On September 29, 2008, the Issuer (formerly known as Triarc Companies, Inc., a Delaware corporation) completed the acquisition of Wendy's pursuant to the terms of an Agreement and Plan of Merger and, as a result of a merger of Wendy's and a wholly-owned subsidiary of the Issuer in which Wendy's was the surviving corporation (the "Merger"), Wendy's is now a wholly-owned subsidiary of the Issuer. As a result of the Merger, holders of Wendy's common stock received 4.25 shares of the Issuer's Class A Common Stock ("Class A Common Stock") in exchange for each share of Wendy's common stock held by them. In addition, as approved by the stockholders of Triarc, following the Merger each outstanding share of Triarc's Class B Common Stock, Series 1 ("Class B Common Stock") was converted into one share of Class A Common Stock of the Issuer (the "Class B Conversion").
(2)	On September 29, 2009, the closing price of the Class A Common Stock, Class B Common Stock and Wendy's common stock was $5.90, $6.75 and $19.21, respectively.
(3)	In connection with the Class B Conversion, 2,686,159 shares of Class B Common Stock held by the reporting persons were converted into a like number of shares of Class A Common Stock.
(4)	Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as (i) the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian Partners Parallel Fund II, L.P. ("Parallel Fund II" and collectively, the "Trian Entities") and (ii) the investment manager for a separate account owned by TCMG-MA, LLC (the "Separate Account"). Trian Management has full discretion and authority to make all investment and voting decisions in respect of the Separate Account.
(5)	(FN 4, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Trian Partners Parallel Fund II General Partner, LLC ("Parallel Fund II GP LLC") is the general partner of Trian Partners Parallel Fund II GP, L.P. ("Parallel Fund II GP"), which is the general partner of Parallel Fund II.
(6)	Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(7)	In connection with the Merger, the reporting persons received an aggregate of 23,110,593 shares of Class A Common Stock in consideration for the 5,437,787 shares of Wendy's common stock held by them.
Remarks: Each of Trian Fund Management GP, LLC; Trian Partners General Partner, LLC; Trian Partners Parallel Fund I General Partner, LLC; Trian Partners Parallel Fund II General Partner, LLC (the "GP Entities") is also a reporting person. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the individual GP Entities have filed separately from this Form 4 and such filing relates to the same securities and transactions reported herein. Thus, in total, there are eleven (11) joint filers: Trian Fund Management, L.P.; Trian Partners General Partner, LLC; Trian Fund Management GP, LLC; Trian Partners Parallel Fund I General Partner, LLC; Trian Partners Parallel Fund II General Partner, 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 Parallel Fund II, L.P. and Trian Partners Parallel Fund II GP, L.P. Nelson Peltz, Peter W. May and Edward P. Garden are the members of Trian Fund Management GP, LLC and as such are in a position to determine the investment and voting decisions made each of the eleven (11) joint filers. Messrs. Peltz, May and Garden currently report their holdings and transactions in the Issuer's securities in separate filings. The transactions reported in this filing and the filing by the other joint filers are also reported in the filings made by each of Messrs. Peltz, May and Garden and in each case relate to the same securities. In addition, the holdings of securities of the Issuer reported in this filing and in the filing by the other joint filers are also reported in the filings made by each of Messrs. Peltz, May and Garden as indirectly owned by each of them and in each case relate to the same shares.

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