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^*

TANENBAUM ALLAN J

(Last)

(First)

(Middle)

5555 GLENRIDGE CONNECTOR NE, STE 300

(Street)

ATLANTA

303424741

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AFC ENTERPRISES INC [ AFCE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP Legal Affairs

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2005

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 Stock	12/09/2005		S		2,232	D	$14.27	3,768	I	Held in Previous Employer 401k Plan
Common Stock	12/09/2005		S		2,200	D	$14.28	1,568	I	Held in Previous Employer 401k Plan
Common Stock	12/09/2005		S		238	D	$14.29	1,330	I	Held in Previous Employer 401k Plan
Common Stock	12/09/2005		S		800	D	$14.3	530	I	Held in Previous Employer 401k Plan
Common Stock	12/09/2005		S		530	D	$14.31	0.000	I	Held in Previous Employer 401k Plan

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)
Stock Option (Right to Buy)	$7.79	06/03/2005		J⁽¹⁾		64,150		06/03/2005⁽²⁾	01/01/2008	Common Stock	64,150	$0	64,150	D
Stock Option (Right to Buy)	$14.55	06/03/2005		J⁽¹⁾		72,169		06/03/2005⁽³⁾	01/24/2009	Common Stock	72,169	$0	72,169	D
Stock Option (Right to Buy)	$11.95	06/03/2005		J⁽¹⁾		96,225		06/03/2005⁽⁴⁾	04/01/2011	Common Stock	96,225	$0	96,225	D
Stock Options (Right to Buy)	$15	06/03/2005		J⁽¹⁾			33,333	01/01/2002⁽⁵⁾	01/01/2008	Common Stock	33,333	$0	0	D
Stock Options (Right to Buy)	$28.01	06/03/2005		J⁽¹⁾			37,500	01/24/2003⁽⁶⁾	01/24/2009	Common Stock	37,500	$0	0	D
Stock Options (Right to Buy)	$23	06/03/2005		J⁽¹⁾			50,000	04/01/2005⁽⁷⁾	04/01/2011	Common Stock	50,000	$0	0	D

Explanation of Responses:

1. Conversion of option to option of substantially equal value and with same terms, based on payment of special cash distribution of $12 per common share, effective on June 3, 2005.

2. The option is fully vested.

3. The option is 75% vested and will vest as to the remaining 25% of the shares on January 24, 2006.

4. Option is 25% exercisable and becomes exercisable as to 25% each of the shares on April 1, 2006, April 1, 2007 and April 1, 2008.

5. The option vests in four equal annual installments beginning January 1, 2002.

6. The option vests in four equal annual installments beginning January 24, 2003.

7. The option vests in four equal annual installments beginning April 1, 2005.

	/s/ Tanenbaum, Allan J.	12/12/2005
	** 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).
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