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*
WELLS BEN K
(Last) (First) (Middle)
5505 BLUE LAGOON DRIVE
(Street)
MIAMI FL 33126
(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 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2010
4. If Amendment, Date of 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
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 08/25/2010 A(1) 11,243 A $0.00 79,326 D
Common Stock 08/25/2010 A(2) 11,243 A $0.00 90,569 D
Common Stock 08/26/2010 D(3) 7,634 D $0.00 82,935 D
Common Stock 08/25/2010 A(4) 20,560 A $0.00 103,495 D
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
Option to Purchase Common Stock $17.51 08/25/2010 A 64,091 (5) 08/25/2020 Common Stock 64,091 $0.00 64,091 D
Option to Purchase Common Stock $10.25 (6) 08/21/2015 Common Stock 39,151 39,151 D
Option to Purchase Common Stock $21.64 (7) 02/14/2016 Common Stock 131,731 131,731 D
Option to Purchase Common Stock $17 (8) 05/17/2016 Common Stock 71,083 71,083 D
Option to Purchase Common Stock $23.35 (9) 08/26/2017 Common Stock 42,987 42,987 D
Option to Purchase Common Stock $26.16 (10) 08/22/2018 Common Stock 40,981 40,981 D
Option to Purchase Common Stock $18.31 (11) 08/26/2019 Common Stock 55,878 55,878 D
Explanation of Responses:
1. The shares reported represent an award of performance based restricted stock granted to the Reporting Person by the Issuer on August 25, 2010. The shares will have a one year performance period beginning July 1, 2010 and ending June 30, 2011 and will vest 100% on the third anniversary of the grant date. The number of shares of performance based restricted stock that will be earned at the end of the one year performance period is subject to an increase or decrease of shares of up to 50% based on the results of the Company performance condition.
2. The shares reported represent an award of restricted stock granted to the Reporting Person by the Issuer on August 25, 2010. The shares will vest in 1/3 increments on the anniversary of the grant date over a three year period.
3. The shares reported represent a forfeiture of performance based restricted stock granted to the Reporting Person by the Issuer on August 26, 2009. The shares had a one year performance period that began on July 1, 2009 and ended on June 30, 2010. Since the performance condition was not satisfied, the Reporting Person forfeited 7634 shares of the 20,263 shares granted on August 26, 2009.
4. The shares reported represent a special grant of restricted stock granted to the Reporting Person by the Issuer on August 25, 2010. The shares will vest in equal increments on the anniversary of the grant date over a three year period.
5. 25% of shares are exercisable on each of 8/25/2011, 8/25/2012, 8/25/2013 and 8/25/2014.
6. 20% of the shares were exercisable on each of 08/21/2006, 08/21/2007, 8/21/2008, 8/21/2009 and 8/21/2010.
7. 20% of shares were exercisable on each of 2/14/2007, 2/14/2008, 2/14/2009 and 2/14/2010; and 20% of shares are exercisable on 2/14/2011.
8. 20% of shares were exercisable on each of 5/17/2007, 5/17/2008, 5/17/2009 and 5/17/2010. 20% of the shares are exercisable on 5/17/2011.
9. 25% of shares were exercisable on each of 8/27/2008, 8/27/2009 and 8/27/2010; and 25% are exercisable on 8/27/2011.
10. 25% of shares were exercisable on each of 8/22/2009 and 8/22/2010; and 25% of the shares are exercisable on 8/22/2011 and 8/22/2012.
11. 25% of the shares were exercisable on 8/26/2010. 25% of shares are exercisable on each of 8/26/2011, 8/26/2012 and 8/26/2013.
Remarks:
Lisa Giles-Klein, as Attorney-In-Fact for Ben Wells 08/27/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.