0001209191-17-022905.txt : 20170327 0001209191-17-022905.hdr.sgml : 20170327 20170327114934 ACCESSION NUMBER: 0001209191-17-022905 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170327 FILED AS OF DATE: 20170327 DATE AS OF CHANGE: 20170327 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: POPEYES LOUISIANA KITCHEN, INC. CENTRAL INDEX KEY: 0001041379 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 582016606 STATE OF INCORPORATION: MN FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 400 PERIMETER CENTER TERRACE, SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4044594450 MAIL ADDRESS: STREET 1: 400 PERIMETER CENTER TERRACE, SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30346 FORMER COMPANY: FORMER CONFORMED NAME: AFC ENTERPRISES INC DATE OF NAME CHANGE: 19970620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Matt William P. CENTRAL INDEX KEY: 0001616612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32369 FILM NUMBER: 17714580 MAIL ADDRESS: STREET 1: 400 PERIMETER CENTER TERRACE, SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30346 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-27 1 0001041379 POPEYES LOUISIANA KITCHEN, INC. PLKI 0001616612 Matt William P. 400 PERIMETER CENTER TERRACE SUITE 1000 ATLANTA GA 30346 0 1 0 0 Chief Financial Officer Common Stock 2017-03-27 4 D 0 9123 79.00 D 0 D Stock Option (Right to Buy) 39.27 2017-03-27 4 D 0 2341 0.00 D 2021-04-05 Common Stock 2341 0 D Stock Option (Right to Buy) 59.75 2017-03-27 4 D 0 4551 0.00 D 2022-04-05 Common Stock 4551 0 D Stock Option (Right to Buy) 52.91 2017-03-27 4 D 0 6196 0.00 D 2023-04-05 Common Stock 6196 0 D Stock Unit (Contingent Right to Common Shares) 0.00 2017-03-27 4 D 0 2452 0.00 D 2017-03-27 Common Stock 2452 0 D PSU 0.00 2017-03-27 4 A 0 8608 0.00 A 2017-03-27 Common Stock 8608 8608 D PSU 0.00 2017-03-27 4 D 0 8608 0.00 D 2017-03-27 Common Stock 8608 0 D As of March 27, 2017, Issuer was acquired in a cash tender by an indirect subsidiary of Restaurant Brands International Inc. at a purchase price of $79 per share (the "Tender Offer"), as described more fully in the Schedule 14D-9 filed by the Issuer on February 27, 2017 and as subsequently supplemented and amended. All dispositions by Reporting Person in the Tender Offer were approved in advance by Issuer's Board of Directors. Issuer outstanding unvested restricted stock awards ("RSA's") became fully vested under the terms of the Tender Offer and all vested RSA's were then converted into the $79 per share cash consideration in connection with the Tender Offer. Performance share units ("PSU's") that were awarded because the Compensation Committee of the Board of Directors had determined the achievement of performance goals but remained subject to time vesting became vested on March 27, 2017 and were converted into the Tender Offer $79 cash consideration. Under the terms of the Tender Offer, Issuer outstanding stock options, if not yet vested became vested, and all Issuer stock options were converted into cash consideration at the amount of the difference between the exercise price of the option and the Tender Offer price of $79 per share. Issuer outstanding unvested restricted stock units ("RSU's") became fully vested under the terms of the Tender Offer and all vested RSU's were then converted into the $79 per share cash consideration in connection with the Tender Offer. Under the terms of The Tender Offer, PSU's previously awarded but where the Compensation Committee of the Board of Directors had not yet determined the fulfillment of the performance criteria (therefore, not yet reported on a Form 4) were deemed to have been earned and became immediately vested. These accelerated PSU's were then converted into the $79 per share cash consideration in connection with the Tender Offer. Harold M. Cohen under Power of Attorney for William P. Matt 2017-03-28