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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 | ||||||||
Employee Stock Option (right to buy) (6) | $ 10.75 | 11/29/2004 | M | 240,000 (1) (2) | (7) | 11/30/2004 | Class A Common Stock | 240,000 (1) (2) | $ 0 | 0 | D | ||||
Phantom Stock (3) | $ 0 (8) | 11/29/2004 | M | 172,124 | 01/02/2008(3) | 01/02/2008(3) | Class A Common Stock | 172,124 | $ 0 | 172,124 | D | ||||
Phantom Stock (3) | $ 0 (8) | 11/29/2004 | M | 344,246 | 01/02/2008(3) | 01/02/2008(3) | Class B Common Stock, Series 1 | 344,246 | $ 0 | 344,246 | 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/ Peltz, Nelson | 12/01/2004 | |
**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) | 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, each outstanding option granted under Triarc's 1993 Equity Participation Plan was adjusted so that each such option outstanding as of August 21, 2003 became exercisable for both one share of Class A Common and two shares of Class B Common Stock, Series 1. |
(2) | This employee stock option was previously reported as an option to acquire shares of Class A Common Stock at an exercise price of $10.75 per share, but was adjusted to reflect the stock dividend referred to in Note 1 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. |
(3) | In connection with the exercise of the stock options referred to in Table II on November 29, 2004, Mr. Peltz tendered 205,742 shares of Triarc's Class B Common Stock, Series 1, at a price per share equal to the closing price of such Class B Common Stock, Series 1, on November 29, 2004, as payment of the exercise price of such options. Mr. Peltz elected to defer receipt of 172,124 shares of Class A Common Stock and 344,246 shares of Class B Common Stock, Series 1, until January 2, 2008 resulting in the accrual to his account of 172,124 shares of phantom stock and 344,246 shares of phantom stock, respectively. This deferral is subject to further deferral by Mr. Peltz under certain circumstances and subject to acceleration under certain other circumstances. |
(4) | 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. |
(5) | All such shares are owned by the Peltz Family Limited Partnership, an entity in which Mr. Peltz is a General Partner. |
(6) | With tandem tax withholding rights. |
(7) | The stock option vested on November 30, 1996. |
(8) | One for one. |