Wendy's Co (WEN) director receives 20,967-share stock award
Rhea-AI Filing Summary
MAY PETER W reported acquisition or exercise transactions in this Form 4 filing.
Wendy's Co director and ten percent owner Peter W. May reported a stock grant. He received an award of 20,967 shares of common stock at no cost, bringing his direct holdings to 5,563,014 shares.
The filing also lists 14,943,466 shares of Wendy's Co common stock held indirectly "By Trian Partners." Footnotes explain that Trian Fund Management, L.P. determines investment and voting decisions for various Trian funds and that Mr. May, as a founding partner and related entity member, may be deemed to indirectly beneficially own these shares but disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 20,967 shares
Net Buy
2 txns
Insider
MAY PETER W
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 20,967 | $0.00 | $0.00 |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 5,563,014 shares (Direct);
Common Stock — 14,943,466 shares (Indirect, By Trian Partners)
Footnotes (2)
- F1. 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. May is the President 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.
- F2. (FN 1, contd.) Mr. May 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. May 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.
Key Figures
Stock grant: 20,967 shares
Grant price: $0.00 per share
Direct holdings after grant: 5,563,014 shares
+2 more
5 metrics
Stock grant
20,967 shares
Common Stock award to Peter W. May, transaction code A
Grant price
$0.00 per share
Price for 20,967-share Common Stock grant
Direct holdings after grant
5,563,014 shares
Total Common Stock directly owned by Peter W. May after transaction
Indirect Trian Partners holdings
14,943,466 shares
Common Stock held indirectly "By Trian Partners"
Acquire transactions count
1 transaction
Grant/award acquisition events in transaction summary
Key Terms
Grant, award, or other acquisition, indirectly beneficially own, Rule 13d-3, pecuniary interest, +1 more
5 terms
Grant, award, or other acquisition financial
"transaction code description: Grant, award, or other acquisition"
indirectly beneficially own financial
"may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3)"
Rule 13d-3 regulatory
"as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
pecuniary interest financial
"disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein"
Section 16 regulatory
"beneficial owner of such securities for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider activity did Wendy's Co (WEN) report in this Form 4?
Wendy's Co reported that director and ten percent owner Peter W. May received a grant of 20,967 shares of common stock. The award was recorded at a price of $0.00 per share and increased his reported direct holdings.
What indirect Wendy's Co (WEN) holdings are associated with Trian Partners in this filing?
The filing shows 14,943,466 Wendy's Co common shares held indirectly "By Trian Partners." Footnotes state that Trian Fund Management, L.P. manages these funds and that Peter W. May may be deemed to share voting and dispositive power over these shares.
Was the Wendy's Co (WEN) transaction an open-market buy or sell?
The reported transaction was a grant or award acquisition, coded "A," not an open-market buy or sell. The shares were awarded at a reported price of $0.00 per share, indicating compensation or similar non-cash issuance rather than a market trade.