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Form 4 Wendy's Co For: Jun 15 Filed by: LEVATO JOSEPH A

June 16, 2016 6:56 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
  
 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 *
LEVATO JOSEPH 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2016
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
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
Restricted Stock Units (1) 06/15/2016   A   124 (2)     (3)   (3) Common Stock 124 $ 0 113,654 D  
Restricted Stock Units (1) 06/15/2016   A   117 (2)     (4)   (4) Common Stock 117 $ 0 113,771 D  
Restricted Stock Units (1) 06/15/2016   A   112 (2)     (5)   (5) Common Stock 112 $ 0 113,883 D  
Restricted Stock Units (1) 06/15/2016   A   105 (2)     (6)   (6) Common Stock 105 $ 0 113,988 D  
Restricted Stock Units (1) 06/15/2016   A   83 (2)     (7)   (7) Common Stock 83 $ 0 114,071 D  
Restricted Stock Units (1) 06/15/2016   A   57 (2)     (8)   (8) Common Stock 57 $ 0 114,128 D  
Restricted Stock Units (1) 06/15/2016   A   50 (2)     (9)   (9) Common Stock 50 $ 0 114,178 D  
Restricted Stock Units (1) 06/15/2016   A   47 (2)     (10)   (10) Common Stock 47 $ 0 114,225 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
2. Represents dividend equivalent units issued on June 15, 2016.
3. The restricted stock units vested in two equal installments on May 28, 2010 and May 28, 2011. Vested shares will be delivered upon Mr. Levato's termination as a director of the Company.
4. The restricted stock units vested in two equal installments on June 1, 2011 and June 1, 2012. Vested shares will be delivered upon Mr. Levato's termination as a director of the Company.
5. The restricted stock units vested in two equal installments on May 24, 2013 and May 24, 2014. Vested shares will be delivered upon Mr. Levato's termination as a director of the Company.
6. The restricted stock units vested in two equal installments on May 26, 2012 and May 26, 2013. Vested shares will be delivered upon Mr. Levato's termination as a director of the Company.
7. The restricted stock units vested in full on May 23, 2014. Vested shares will be delivered upon Mr. Levato's termination as a director of the Company.
8. The restricted stock units vested in full on May 28, 2015. Vested shares will be delivered upon Mr. Levato's termination as a director of the Company.
9. The restricted stock units will vest in full on the earlier of May 26, 2017 or the date of the Company's 2017 annual meeting of stockholders. Vested shares will be delivered upon Mr. Levato's termination as a director of the Company.
10. The restricted stock units vested in full on May 26, 2016. Vested shares will be delivered upon Mr. Levato's termination as a director of the Company.
Dana Klein, Attorney-In-Fact 06/16/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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