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
X
 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*
CHIDSEY JOHN
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2010
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 10/15/2010 U 459,152 D $24 239,654 D
Common Stock 10/19/2010 D 239,654(1) D $24 0 D
Common Stock 10/15/2010 U 15,984 D $24 0 I By Trust - Daughter
Common Stock 10/15/2010 U 15,984 D $24 0 I By Trust - Son
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 10/19/2010 D 339,502 (2) 08/25/2020 Common Stock 339,502 $6.49 0 D
Option to Purchase Common Stock $18.31 10/19/2010 D 314,118 (3) 08/26/2019 Common Stock 314,118 $5.69 0 D
Option to Purchase Common Stock $26.16 10/19/2010 D 230,375 (4) 08/22/2018 Common Stock 230,375 $0.00 0 D
Option to Purchase Common Stock $23.35 10/19/2010 D 241,646 (5) 08/26/2017 Common Stock 241,646 $0.65 0 D
Option To Purchase Common Stock $3.8 10/19/2010 D 236,746 (6) 08/01/2014 Common Stock 236,746 $20.2 0 D
Option to Purchase Common Stock $3.8 10/19/2010 D 177,573 (7) 06/08/2014 Common Stock 177,573 $20.2 0 D
Option to Purchase Common Stock $11.39 10/19/2010 D 94,715 (7) 06/08/2014 Common Stock 94,715 $12.61 0 D
Option to Purchase Common Stock $3.8 10/19/2010 D 166,922 (8) 03/01/2014 Common Stock 166,922 $20.2 0 D
Option to Purchase Common Stock $11.39 10/19/2010 D 289,807 (9) 03/01/2014 Common Stock 289,807 $12.61 0 D
Explanation of Responses:
1. Represents restricted stock units and performance based restricted stock units that vested and were canceled at the effective time of the merger (the "Merger") in exchange for a cash payment representing the number of units multiplied by the per share purchase price of $24.00 pursuant to that certain Agreement and Plan of Merger, dated September 2, 2010, by and among Burger King Holdings, Inc. (the "Company"), Blue Acquisition Holding Corporation and Blue Acquisition Sub, Inc. Sixty percent of the proceeds from the award granted on August 25, 2010, consisting of 59,558 performance based restricted stock units and 59,558 restricted stock units, will be placed in a trust account established with a third party for the reporting person's benefit. Fifty percent of the amounts in the trust account will be released and remitted on each of April 19, 2011 and October 19, 2011, subject to the reporting person's continued service until each such date, subject to certain exceptions.
2. This option, which provided for 25% vesting on each of 8/25/2011, 8/25/2012, 8/25/2013 and 8/25/2014, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00. Sixty percent of the of the proceeds from this award will be placed in a trust account established with a third party for the reporting person's benefit. Fifty percent of the amounts in the trust account will be released and remitted on each of April 19, 2011 and October 19, 2011, subject to the reporting person's continued service until each such date, subject to certain exceptions.
3. This option, which provided for 25% vesting on each of 8/26/2010, 8/26/2011, 8/26/2012 and 8/26/2013, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
4. This option, which provided for 25% vesting on each of 8/22/2009, 8/22/2010, 8/22/2011 and 8/22/2012, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
5. This option, which provided for 25% vesting on each of 8/26/2010, 8/26/2011, 8/26/2012 and 8/26/2013, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
6. This option, which provided for 20% vesting on each of 08/01/2005, 08/01/2006, 8/01/2007, 08/01/2008 and 08/01/2009, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
7. This option, which provided for 20% vesting on each of 6/8/2005, 6/08/2006, 6/8/2007, 6/8/2008 and 6/8/2009, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
8. This option, which provided for 20% vesting on each of 03/01/2005, 03/01/2006, 03/01/2007, 03/01/2008 and 03/01/2009, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
9. This option, which provided for 20% vesting on each of 03/01/2005, 03/01/2006, 03/01/2007, 03/01/2008 and 03/01/2009, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
Remarks:
Lisa Giles-Klein, As Attorney in Fact for John W. Chidsey 10/19/2010
** 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.