O'Brien Matthew Coley Form 3 Wendy's / Matthew Coley O'Brien ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

O'Brien Matthew Coley

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BOULEVARD

(Street)

DUBLIN OH 43017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2018

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief People Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,361	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)(1)	(2)	08/11/2024	Common Stock	34,097	8.2225	D
Employee Stock Option (right to buy)(1)	(3)	08/07/2025	Common Stock	36,932	9.8575	D
Employee Stock Option (right to buy)(1)	(4)	08/12/2026	Common Stock	31,890	10.0875	D
Employee Stock Option (right to buy)(1)	(5)	08/11/2027	Common Stock	24,004	15.355	D
Restricted Stock Units(6)	(7)	(7)	Common Stock	27,657	0.0000(8)	D

Explanation of Responses:

1. With tandem net exercise and tax withholding rights.

2. The option is currently exercisable as to all 34,097 shares.

3. The option became exercisable as to 12,310 shares on August 7, 2016 and 12,311 shares on August 7, 2017 and becomes exercisable as to 12,311 shares on August 7, 2018.

4. The option became exercisable as to 10,630 shares on August 12, 2017 and becomes exercisable as to 10,630 shares on each of August 12, 2018 and August 12, 2019.

5. The option becomes exercisable as to 8,001 shares on each of August 11, 2018 and August 11, 2019 and becomes exercisable as to 8,002 shares on August 11, 2020.

6. With tandem dividend equivalent rights and tax withholding rights.

7. Of the restricted stock units, 5,987 (307 of which represent dividend equivalent units) will vest on August 7, 2018; 6,888 (197 of which represent dividend equivalent units) will vest on August 12, 2019; and 14,782 (130 of which represent dividend equivalent units) will vest on August 11, 2020. In each case, the stated number of restricted stock units will vest in full on the applicable vesting date, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date.

8. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Remarks:

Power of attorney is included with this filing as Exhibit 24.

	Dana Klein, Attorney-In-Fact	03/09/2018
	** 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 5 (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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