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 * Near David J   2. Issuer Name and Ticker or Trading Symbol WENDYS INTERNATIONAL INC [WEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHIEF OPERATIONS OFFICER (Last) (First) (Middle) WENDY'S INTERNATIONAL, INC., P.O. BOX 256 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2007 (Street) DUBLIN, OH 43017 4. If Amendment, Date 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 (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) Code V Amount (A) or (D) Price Common Stock (1) 05/01/2007   A   21,242 A $ 0 21,242 D   Common Stock 05/01/2007   F   1,697 D $ 37.63 19,545 D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

OPTION (RIGHT TO PURCHASE)

$ 37.63

05/01/2007

A

40,641

05/01/2008(2)

04/30/2014

Common Stock

40,641

$ 0

40,641

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Near David J WENDY'S INTERNATIONAL, INC. P.O. BOX 256 DUBLIN, OH 43017			CHIEF OPERATIONS OFFICER

Signatures

DAVID J. NEAR		05/03/2007
**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).
(2)	13,547 OF THESE STOCK OPTIONS BECOME EXERCISABLE ON EACH OF 05/01/08, 05/01/09, AND 05/01/10.
(1)	REFLECTS EARNED PERFORMANCE SHARES ISSUED TO THE REPORTING PERSON IN SETTLEMENT OF THE PERFORMANCE SHARES GRANTED ON MAY 1, 2006. THE PERFORMANCE SHARES WERE PREVIOUSLY ADJUSTED PURSUANT TO THE ANTI-DILUTION PROVISIONS OF THE COMPANY'S EQUITY COMPENSATION PLANS IN CONNECTION WITH THE SPIN-OFF OF TIM HORTONS INC. THE ANTI-DILUTION ADJUSTMENT WAS EFFECTED BY DIVIDING THE NUMBER OF PERFORMANCE SHARES INITIALLY AWARDED BY 0.4828. THIS ADJUSTMENT RATIO WAS OBTAINED BY DIVIDING THE "EX-DIVIDEND" OPENING PRICE OF WENDY'S COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON OCTOBER 2, 2006 ($32.35), THE FIRST TRADING DAY AFTER THE SPIN-OFF, BY THE CLOSING PRICE OF WENDY'S COMMON STOCK IN THE "REGULAR WAY" MARKET ON SEPTEMBER 29, 2006 ($67.00). THE EARNED PERFORMANCE SHARES WILL VEST RATABLY ON MAY 1 OF EACH YEAR 2007 THROUGH 2010 AND INCLUDE DIVIDEND EQUIVALENT RIGHTS.

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