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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | $ 0 | 12/29/2005 | M(1) | 1,017,071 | (3) | 01/02/2008 | Class A Common Stock | 1,017,071 | $ 0 | 0 | D | ||||
| Phantom Stock (8) | $ 0 | 12/29/2005 | M(1) | 2,034,132 | (5) | 01/02/2008 | Class B Common Stock, Series 1 | 2,034,132 | $ 0 | 0 | D | ||||
| Employee Stock Option (13) | $ 17.75 (2) | 12/29/2005 | M(1) | 200,000 (2) | (10) | 12/22/2009 | Class A Common Stock | 200,000 (2) | $ 0 | 0 | D | ||||
| Employee Stock Option (13) | $ 23.3125 (2) | 12/29/2005 | M(1) | 150,000 (2) | (11) | 12/12/2007 | Class A Common Stock | 150,000 (2) | $ 0 | 0 | D | ||||
| Employee Stock Option (13) | $ 24.6 (2) | 12/29/2005 | M(1) | 230,411 (2) | (12) | 12/06/2011 | Class A Common Stock | 230,411 (2) | $ 0 | 19,589 (2) | D | ||||
| Employee Stock Option (13) | $ 16.78 | 12/29/2005 | A(1) | 433,626 | 12/29/2005 | 01/01/2009 | Class A Common Stock | 433,626 | $ 0 | 433,626 | D | ||||
| Employee Stock Option (13) | $ 14.94 | 12/29/2005 | A(1) | 867,253 | 12/29/2005 | 01/01/2009 | Class B Common Stock, Series 1 | 867,253 | $ 0 | 867,253 | D | ||||
| Employee Stock Option (13) | $ 16.78 | 12/29/2005 | A(1) | 131,411 | 12/29/2005 | 12/22/2009 | Class A Common Stock | 131,411 | $ 0 | 131,411 | D | ||||
| Employee Stock Option (13) | $ 16.78 | 12/29/2005 | A(1) | 108,457 | 12/29/2005 | 12/12/2007 | Class A Common Stock | 108,457 | $ 0 | 108,457 | D | ||||
| Employee Stock Option (13) | $ 16.78 | 12/29/2005 | A(1) | 170,116 | 12/29/2005 | 12/06/2011 | Class A Common Stock | 170,116 | $ 0 | 170,116 | D | ||||
| Employee Stock Option (13) | $ 14.94 | 12/29/2005 | A(1) | 262,824 | 12/29/2005 | 12/22/2009 | Class B Common Stock, Series 1 | 262,824 | $ 0 | 262,824 | D | ||||
| Employee Stock Option (13) | $ 14.94 | 12/29/2005 | A(1) | 216,912 | 12/29/2005 | 12/12/2007 | Class B Common Stock, Series 1 | 216,912 | $ 0 | 216,912 | D | ||||
| Employee Stock Option (13) | $ 14.94 | 12/29/2005 | A(1) | 340,231 | 12/29/2005 | 12/06/2011 | Class B Common Stock, Series 1 | 340,231 | $ 0 | 340,231 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PELTZ NELSON TRIARC COMPANIES, INC. 280 PARK AVENUE NEW YORK, NY 10017 |
X | X | Chairman and CEO | |
| /s/ Stuart I. Rosen, as attorney-in-fact for Nelson Peltz | 01/03/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This Statement of Changes in Beneficial Ownership of Securities reflects transactions relating to: (i) the distribution to the reporting person of shares of Class A Common Stock and Class B Common Stock, Series 1, the receipt of which was previously deferred by the reporting person; (ii) the exercise of certain previously granted and vested stock options; (iii) the tendering and withholding of shares in consideration of exercise prices and withholding tax, respectively, in connection with the foregoing; and (iv) the award of the stock options referred to herein. |
| (2) | On August 11, 2003, Triarc declared a stock dividend, payable to all holders of record of Class A Common Stock on August 21, 2003, of two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock outstanding. As a result of the stock dividend, then outstanding options under Triarc's equity participation plans and then-outstanding phantom shares were adjusted so that each option outstanding as of August 21, 2003 became exercisable for both one share of Class A Common Stock and two shares of Class B Common Stock, Series 1 and each outstanding phantom share became one phantom share of Class A Common Stock and two phantom shares of Class B Common Stock, Series 1. Phantom stock credited prior to August 11, 2003 was previously reported in respect of only Class A Common Stock. See also Notes (10), (11) and (12) below. |
| (3) | Reflects the receipt of 216,477, 27,549, 600,921 and 172,124 shares of Class A Common Stock in respect of phantom stock credited to Mr. Peltz's account on April 23, 2003, February 27, 2004, April 20, 2004 and November 29, 2004, respectively. Shares in respect of such phantom stock were scheduled to be distributed to Mr. Peltz on January 2, 2008. The Company determined to distribute shares in respect of all such phantom stock on December 29, 2005. |
| (4) | 433,626 shares of Class A Common Stock and 867,253 shares of Class B Common Stock, Series 1, were withheld from the shares received in respect of such phantom stock to satisfy tax withholding obligations, based on a price per share equal to the closing price of such Class A Common Stock and Class B Common Stock, Series 1, respectively, on December 29, 2005. |
| (5) | Reflects the receipt of 432,954, 55,089, 1,201,843 and 344,246 shares of Class B Common Stock, Series 1, in respect of phantom stock credited to Mr. Peltz's account on April 23, 2003, February 27, 2004, April 20, 2004 and November 29, 2004, respectively. Shares in respect of such phantom stock were scheduled to be distributed to Mr. Peltz on January 2, 2008. The Company determined to distribute shares in respect of all such phantom stock on December 29, 2005. |
| (6) | the acquisition of shares upon the exercise of employee stock options referred to in Notes (10), (11) and (12) below. |
| (7) | In connection with the exercise of the stock options reported herein, Mr. Peltz tendered 272,503 shares of Class A Common Stock and 545,005 shares of Triarc's Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class A Common Stock and Class B Common Stock, Series 1, respectively, on December 29, 2005, as payment of the exercise prices of such options. Additionally, Mr. Peltz had withheld from the shares issued upon exercise of such stock options 137,481 shares of Class A Common Stock and 274,962 shares of Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class A Common Stock and Class B Common Stock, Series 1, respectively, on December 29, 2005, to satisfy tax withholding obligations in connection with such stock option exercise. |
| (8) | The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (9) | All of such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz's spouse is the sole General Partner. |
| (10) | This employee stock option was previously reported as an option to acquire 200,000 shares of Class A Common Stock at an exercise price of $17.75 per share, but was adjusted to reflect the stock dividend referred to in Note 2 above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. The option vested in three equal installments on December 22, 2000, 2001 and 2002. |
| (11) | This employee stock option was previously reported as an option to acquire 150,000 shares of Class A Common Stock at an exercise price of $23.3125 per share, but was adjusted to reflect the stock dividend referred to in Note 2 above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. The option vested in three equal installments on December 12, 1998, 1999 and 2000. |
| (12) | This employee stock option was previously reported as an option to acquire 250,000 shares of Class A Common Stock at an exercise price of $24.60 per share, but was adjusted to reflect the stock dividend referred to in Note 2 above. As a result of the stock dividend, the option also entitled the reporting person to receive, upon exercise, two shares of Class B Common Stock, Series 1, for each share of Class A Common Stock issuable upon exercise of the option for no additional consideration. The option vested in three equal installments on December 6, 2002, 2003 and 2004. |
| (13) | With tandem tax withholding rights. |