Edgar Filing: MAY PETER W

Ownership Submission

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 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 ^*

MAY PETER W

2. Issuer Name and Ticker or Trading Symbol
TRIARC COMPANIES INC [TRY;TRY.B]

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

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

(Last)

(First)

(Middle)

TRIARC COMPANIES, INC., 280 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2005

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)
01/03/2006

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/29/2005		M⁽¹⁾		678,047	A	⁽²⁾ ⁽³⁾	3,752,205	D
Class A Common Stock	12/29/2005		F⁽¹⁾		322,815	D	⁽²⁾ ⁽³⁾ ⁽⁴⁾	3,429,390	D
Class B Common Stock, Series 1	12/29/2005		M⁽¹⁾		1,356,088	A	⁽²⁾ ⁽⁵⁾	4,673,371	D
Class B Common Stock, Series 1	12/29/2005		F⁽¹⁾		645,630	D	⁽²⁾ ⁽⁴⁾ ⁽⁵⁾	4,027,741	D
Class A Common Stock	12/29/2005		M⁽¹⁾		69,188	A	⁽²⁾ ⁽⁶⁾	3,498,578	D
Class A Common Stock	12/29/2005		F⁽¹⁾		47,518	D	⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	3,451,060	D
Class B Common Stock, Series 1	12/29/2005		M⁽¹⁾		138,376	A	⁽²⁾ ⁽⁶⁾	4,166,117	D
Class B Common Stock, Series 1	12/29/2005		F⁽¹⁾		95,036	D	⁽²⁾ ⁽⁶⁾ ⁽⁷⁾	4,071,081	D
Class A Common Stock	12/30/2005		G		37,800	D	$ 0	3,413,260	D
Class B Common Stock, Series 1	12/30/2005		G⁽¹⁾		75,550	D	$ 0	3,995,531	D

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)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

$ 0

12/29/2005

M⁽¹⁾

678,047

⁽³⁾

01/02/2008

Class A Common Stock

678,047

$ 0

Phantom Stock

$ 0

12/29/2005

M⁽¹⁾

1,356,088

⁽⁵⁾

01/02/2008

Class B Common Stock, Series 1

1,356,088

$ 0

Employee Stock Option ⁽⁹⁾

$ 17.75 ⁽²⁾

12/29/2005

M⁽¹⁾

69,188 ⁽²⁾

⁽⁸⁾

12/22/2009

Class A Common Stock

69,188 ⁽²⁾

$ 0

30,812 ⁽²⁾

Employee Stock Option ⁽⁹⁾

$ 16.78

12/29/2005

A⁽¹⁾

322,815 ⁽¹⁾

12/29/2005

01/01/2009

Class A Common Stock

322,815

$ 0

322,815

Employee Stock Option ⁽⁹⁾

$ 14.94

12/29/2005

A⁽¹⁾

645,630 ⁽¹⁾

12/29/2005

01/01/2009

Class B Common Stock, Series 1

645,630

$ 0

645,630

Employee Stock Option ⁽⁹⁾

$ 16.78

12/29/2005

A⁽¹⁾

47,518 ⁽¹⁾

12/29/2005

12/22/2009

Class A Common Stock

47,518

$ 0

47,518

Employee Stock Option ⁽⁹⁾

$ 14.94

12/29/2005

A⁽¹⁾

95,036 ⁽¹⁾

12/29/2005

12/22/2009

Class B Common Stock, Series 1

95,036

$ 0

95,036

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAY PETER W TRIARC COMPANIES, INC. 280 PARK AVENUE NEW YORK, NY 10017	X	X	President and COO

Signatures

/s/ Peter W. May		02/13/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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. The Statement of Changes in Beneficial Ownership of Securities also reflects gifts of shares made by the reporting person.
(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 Note 8 below.
(3)	Reflects the receipt of 144,318, 18,366, 400,614 and 114,749 shares of Class A Common Stock in respect of phantom stock credited to Mr. May'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. May on January 2, 2008. The Company determined to distribute shares in respect of all such phantom stock on December 29, 2005.
(4)	322,815 shares of Class A Common Stock and 645,630 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 288,636, 36,726, 801,229 and 229,497 shares of Class B Common Stock, Series 1, in respect of phantom stock credited to Mr. May'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. May on January 2, 2008. The Company determined to distribute shares in respect of all such phantom stock on December 29, 2005.
(6)	Reflects the acquisition of shares upon the exercise of employee stock options referred to in note (8) below.
(7)	In connection with the exercise of the stock options reported herein, Mr. May tendered 26,320 shares of Class A Common Stock and 52,640 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. May had withheld from the shares issued upon exercise of such stock options 21,198 shares of Class A Common Stock and 42,396 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)	This employee stock option was previously reported as an option to acquire 100,000 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.
(9)	With tandem tax withholding rights.
Remarks: This Form 4/A amends and restates in its entirety the Form 4 filed by the reporting person on January 3, 2006 to reflect the following: (i) in line four of Table I the "A" in column 4 has been changed to a "D", (ii) in lines nine and ten of Table I the transaction date in column 2 has been changed to December 30, 2005 and (iii) in line three of Table II the title of underlying securities in column 7 has been changed from "Class B Common Stock, Series 1" to "Class A Common Stock".

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