E.J. Wunsch Form 4 Wendy's / E.J. Wunsch ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Wunsch E.J.

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BOULEVARD

(Street)

DUBLIN OH 43017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Ofcr & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2022

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/17/2022		J		40,719	D	$0	48,219(1)	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)(2)	$21.4	08/12/2022		A		63,206		(3)	08/12/2032	Common Stock	63,206	$0	63,206(4)	D

Explanation of Responses:

1. Since the date of the reporting person's last ownership report, the reporting person transferred 40,719 shares of the Company's common stock to his former spouse pursuant to a domestic relations order. Following this transfer, the reporting person held 48,219 shares of the Company's common stock.

2. With tandem net exercise and tax withholding rights.

3. The option vests in three equal installments on August 12, 2023, 2024 and 2025, subject to Mr. Wunsch's continued employment with the Company on the applicable vesting date.

4. Since the date of the reporting person's last ownership report, the reporting person transferred (a) 44,008 stock options with a grant date of August 11, 2017, (b) 26,707 stock options with a grant date of August 20, 2018, (c) 18,939 stock options with a grant date of August 9, 2019 and (d) 1,535 stock options with a grant date of August 7, 2020, in each case to his former spouse pursuant to a domestic relations order. Following these transfers, the reporting person held 44,008 stock options with a grant date of August 11, 2017, 49,057 stock options with a grant date of August 20, 2018, 80,217 stock options with a grant date of August 9, 2019 and 61,135 stock options with a grant date of August 7, 2020.

	/s/ Michael G. Berner, Attorney-in-Fact	08/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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