Edgar Filing: WENDYS INTERNATIONAL INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Pershing Square Investment II, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2005

3. Issuer Name and Ticker or Trading Symbol
WENDYS INTERNATIONAL INC [WEN]

(Last)

(First)

(Middle)

110 EAST 42ND STREET,Â 18TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10017

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,366,000	I	See Footnote ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Common Shares	Â ⁽²⁾	01/19/2007	Common Shares	772,463	$ 27.37	D	Â
Options to Purchase Common Shares	Â ⁽²⁾	11/17/2006	Common Shares	772,463	$ 33.23	D	Â
Options to Purchase Common Shares	Â ⁽²⁾	03/16/2007	Common Shares	772,463	$ 29.32	D	Â
Options to Purchase Common Shares	Â ⁽²⁾	07/21/2006	Common Shares	772,463	$ 29.32	D	Â
Options to Purchase Common Shares	Â ⁽²⁾	09/15/2006	Common Shares	772,463	$ 31.28	D	Â
Options to Purchase Common Shares	Â ⁽²⁾	01/19/2007	Common Shares	227,537	$ 27.37	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	11/17/2006	Common Shares	227,537	$ 33.23	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	02/20/2007	Common Shares	500,000	$ 30.4	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	02/20/2007	Common Shares	750,000	$ 31	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	02/22/2007	Common Shares	500,000	$ 30.19	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	03/02/2007	Common Shares	500,000	$ 30.45	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	03/12/2007	Common Shares	500,000	$ 30.944	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	03/12/2007	Common Shares	250,000	$ 30.976	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	03/16/2007	Common Shares	227,537	$ 29.32	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	03/23/2006	Common Shares	1,500,000	$ 45	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	07/21/2006	Common Shares	227,537	$ 29.32	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	09/15/2006	Common Shares	227,537	$ 31.28	I	See footnote. ⁽¹⁾
Options to Purchase Common Shares	Â ⁽²⁾	09/27/2006	Common Shares	743,000	$ 31.2	I	See footnote. ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pershing Square Investment II, L.P. 110 EAST 42ND STREET 18TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Â

Signatures

Pershing Square Investment II, L.P., By: Pershing Square Holdings GP, LLC, Its: General Partner, By: /s/ William A. Ackman, Its: Managing Member		08/17/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Represents shares directly beneficially owned by Pershing Square, L.P., Pershing Square International, Ltd. and Pershing Square II, L.P., respectively, which may be deemed to be indirectly beneficially owned by Pershing Square Investment II, L.P. Pershing Square Investment II, L.P. disclaims beneficial ownership with respect to the shares directly beneficially by Pershing Square, L.P., Pershing Square International, Ltd., and Pershing Square II, L.P., respectively, except to the extent of its pecuniary interest therein.
(2)	Immediate.

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