Sec Form 4 Filing - Burnside Leigh A. @ Wendy's Co - 2023-01-17

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 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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1. Name and Address of Reporting Person Burnside Leigh A. 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 (Last) (First) (Middle) C/O THE WENDY'S COMPANY, ONE DAVE THOMAS BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2023 (Street) DUBLIN, OH43017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burnside Leigh A. C/O THE WENDY'S COMPANY ONE DAVE THOMAS BOULEVARD DUBLIN, OH43017 SVP, CAO & CFO US Signatures /s/ Michael G. Berner, Attorney-in-Fact 01/19/2023 Signature of Reporting Person Date

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.

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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