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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Burger King Holdings Inc [ BKC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 78,830 | D | $24 | 40,369 | D | |||
Common Stock | 10/19/2010 | D | 40,369(1) | D | $24 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $3.8 | 10/19/2010 | D | 36,461 | (2) | 09/27/2014 | Common Stock | 36,461 | $20.2 | 0 | D | ||||
Option to Purchase Common Stock | $3.8 | 10/19/2010 | D | 17,154 | (3) | 01/01/2015 | Common Stock | 17,154 | $20.2 | 0 | D | ||||
Option to Purchase Common Stock | $23.35 | 10/19/2010 | D | 40,353 | (4) | 08/26/2017 | Common Stock | 40,353 | $0.65 | 0 | D | ||||
Option to Purchase Common Stock | $26.16 | 10/19/2010 | D | 38,471 | (5) | 08/22/2018 | Common Stock | 38,417 | $0.00 | 0 | D | ||||
Option to Purchase Common Stock | $18.31 | 10/19/2010 | D | 50,928 | (6) | 08/26/2019 | Common Stock | 50,928 | $5.69 | 0 | D | ||||
Option to Purchase Common Stock | $17.51 | 10/19/2010 | D | 55,043 | (7) | 08/25/2020 | Common Stock | 55,043 | $6.49 | 0 | D |
Explanation of Responses: |
1. Represents restricted stock units (RSUs) and performance based restricted stock units (PBSUs) 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 9,656 PBSUs and 9,656 RSUs, will be placed in a trust account established with a third party for the reporting person's benefit. The amounts in the trust account will be released in six substantially equal installments on the first business day of each of the first six months following October 19, 2010, subject to the reporting person's continued service until each such date, subject to certain exceptions. |
2. This option, which provided for 31,616 vesting on 9/27/2006, and 31,615 vesting on each of 9/27/2007, 9/27/2008 and 9/27/2009, 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. |
3. This option, which provided for 10,539 vesting on each of 01/01/2007 and 01/01/2008 and 10,538 vesting on each of 1/01/2009 and 01/01/2010, 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 8/27/2008, 8/27/2009, 8/27/2010 and 8/27/2011, 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 8/22/2009, 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. |
6. 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. |
7. 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. The amounts in the trust account will be released in six substantially equal installments on the first business day of each of the first six months following October 19, 2010, subject to the reporting person's continued service until each such date, subject to certain exceptions. |
Remarks: |
Lisa Giles-Klein, As Attorney-In-Fact for Anne Chwat | 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. |