SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BAIN CAPITAL INVESTORS LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Burger King Holdings Inc [ BKC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/27/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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, Par Value $0.01	02/21/2007		J		1,109,832	D	$0.00	31,191,845	I	See Footnote(1)
Common Stock, Par Value $0.01	02/27/2007		S		5,610,168	D	$21.065	25,581,677	I	See Footnotes(1)(2)(3)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* BAIN CAPITAL INVESTORS LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BAIN CAPITAL PARTNERS VII LP (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BAIN CAPITAL VII COINVESTMENT FUND LP (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BAIN CAPITAL VII COINVESTMENT FUND LLC (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bain Capital Integral Investors, LLC (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCIP TCV, LLC (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Because Bain Capital Investors, LLC ("BCI") is the administrative member of Bain Capital Integral Investors, LLC ("Integral Investors"), BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Integral Investors. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 2/21/2007, Integral Investors distributed 1,109,832 shares of Common Stock to one or more members or partners in connection with certain charitable gifts made by such members or partners on 2/21/2007. On 2/27/2007, Integral Investors sold 4,094,377 shares of Common Stock. Following such sale, Integral Investors held 19,811,366 shares of Common Stock.

2. Because BCI is the sole general partner of Bain Capital Partners VII, L.P. ("BCP"), which is the sole general partner of Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment Fund VII, L.P."), which is the managing and sole member of Bain Capital Fund VII Coinvestment Fund, LLC ("Coinvestment Fund VII, LLC"), each of BCI, BCP and Coinvestment Fund VII, L.P. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Coinvestment Fund VII, LLC. Each of BCI, BCP and Coinvestment Fund VII, L.P. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 2/27/2007, Coinvestment Fund VII, LLC sold 1,487,401 shares of Common Stock. Following such sale, Coinvestment Fund VII, LLC held 5,662,234 shares of Common Stock.

3. Because BCI is the administrative member of BCIP TCV, LLC ("BCIP TCV"), BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP TCV. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 2/27/2007, BCIP TCV sold 28,390 shares of Common Stock. Following such sale, BCIP TCV held 108,077 shares of Common Stock.

	/s/ Bain Capital Investors, LLC by Stephen Pagliuca, Managing Director	03/01/2007
	** Signature of Reporting Person	Date
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