The Wendy's Company (WEN) Form 4 Wendy's / Leigh A. Burnside 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^*

Burnside Leigh A.

(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)
SVP, CAO & CFO US

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2023

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	01/17/2023		M		26,528	A	$10.0875	81,545	D
Common Stock	01/17/2023		M		28,005	A	$15.355	109,550	D
Common Stock	01/17/2023		M		24,244	A	$18.515	133,794	D
Common Stock	01/17/2023		M		36,724	A	$19.71	170,518	D
Common Stock	01/17/2023		F		92,437(1)	D	$23.1	78,081	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)	$10.0875	01/17/2023		M			26,528	(3)	08/12/2026	Common Stock	26,528	$0	0	D
Employee Stock Option (Right to Buy)(2)	$15.355	01/17/2023		M			28,005	(4)	08/11/2027	Common Stock	28,005	$0	0	D
Employee Stock Option (Right to Buy)(2)	$18.515	01/17/2023		M			24,244	(5)	08/20/2028	Common Stock	24,244	$0	0	D
Employee Stock Option (Right to Buy)(2)	$19.71	01/17/2023		M			36,724	(6)	08/09/2029	Common Stock	36,724	$0	0	D

Explanation of Responses:

1. Represents the number of shares withheld by the Company to satisfy the exercise price and tax withholding obligations in connection with the net settlement of options, and does not represent a sale of any shares by Ms. Burnside.

2. With tandem net exercise and tax withholding rights.

3. The option vested in three equal installments on August 12, 2017, 2018 and 2019 and is currently exercisable as to all 26,528 shares.

4. The option vested in three equal installments on August 11, 2018, 2019 and 2020 and is currently exercisable as to all 28,005 shares.

5. The option vested in three equal installments on August 20, 2019, 2020 and 2021 and is currently exercisable as to all 24,244 shares.

6. The option vested in three equal installments on August 9, 2020, 2021 and 2022 and is currently exercisable as to all 36,724 shares.

	/s/ Michael G. Berner, Attorney-in-Fact	01/19/2023
	** 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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