SEC FORM 4

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

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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^*

BONDERMAN DAVID

(Last)

(First)

(Middle)

C/O TEXAS PACIFIC GROUP

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(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)

X	Director	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)

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)
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)
Common Shares	02/27/2007		D		7,560,000	D	$21.065⁽¹⁾	28,784,154⁽²⁾	I	See Notes⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price represents the public offering price of $22.00 per share less the underwriter's discount of $0.935 per share.

2. 4,769 shares of the 28,784,154 shares of common stock, par value $0.01 per share, reported herein (the "Securities"), represent shares of common stock underlying deferred stock units that were granted to David Bonderman (the "Reporting Person") as reported in the Reporting Person's Form 4 filed with the Commission on January 4, 2007. 1,192 of these deferred stock units have vested or will vest within 60 days of January 17, 2007.

3. The Reporting Person and James G. Coulter (each a "Shareholder") are officers, directors and sole shareholders of TPG Advisors III, Inc., a Delaware corporation ("Advisors III"), which in turn is the general partner of TPG GenPar III, L.P., a Delaware limited partnership ("GenPar III"), which in turn is the sole general partner of TPG Partners III, L.P., a Delaware limited partnership ("Partners III"), which in turn is the managing member of TPG BK Holdco LLC, which directly holds 28,779,385 shares of the Securities reported herein.

4. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Act"), each Shareholder may be deemed to be the beneficial owner of the Securities of the issuer beneficially owned by Partners III only to the extent of the greater of each Shareholder's direct or indirect interest in the profits or capital account of Partners III. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that each Shareholder is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any Securities owned by Partners III in excess of such amount.

Remarks:

(5) Clive D. Bode is signing on behalf of Mr. Bonderman pursuant to the authorization and designation letter dated August 31, 2006, which is attached hereto as an exhibit.

	/s/ Clive D. Bode on behalf of David Bonderman (5)	03/01/2007
	** 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).
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