| 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 Worldwide, Inc. [ BKW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2013 | ||||||||||||||||||||||||||
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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 | 03/01/2013 | J(1) | 13,972(1) | A | $18.25(2) | 123,700 | D | |||
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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 (Right to Buy) | $18.25(2) | 03/01/2013 | J(3) | 46,575 | 03/01/2018 | 02/28/2023 | Common Stock | 46,575 | $0.00 | 46,575 | D | ||||
| Option (Right to Buy) | $18.25(4) | 03/01/2013 | A | 500,000 | 03/01/2018 | 02/28/2023 | Common Stock | 500,000 | $0.00 | 546,575 | D | ||||
| Explanation of Responses: |
| 1. The shares reported represent shares of common stock purchased from Issuer in connection with Issuer's 2012 Bonus Swap Program under its 2012 Omnibus Incentive Plan. The reporting person elected to use either 25% or 50% of his/her 2012 net bonus to purchase common stock and to receive a matching grant of stock options based on an exercise price of $18.25 per share times a multiple based on the reporting person's position level with the Issuer ("Options Multiplier"). The Options Multiplier was 1.0 for vice presidents, 1.5 for senior vice presidents and 2.0 for executive vice presidents. |
| 2. Pursuant to the Issuer's 2012 Omnibus Incentive Plan, the purchase price of the shares and the exercise price of the options under the 2012 Bonus Swap Program is the last trading price of a share of Issuer's common stock on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case March 1, 2013. |
| 3. The Issuer granted the options to the reporting person in connection with its 2012 Bonus Swap Program under Issuer's 2012 Omnibus Incentive Plan. The reporting person elected to use either 25% or 50% of his/her 2012 net bonus to purchase common stock and to receive a matching grant of stock options based on an exercise price of $18.25 per share times a multiple based on the reporting person's position level with the Issuer ("Options Multiplier"). The Options Multiplier was 1.0 for vice presidents, 1.5 for senior vice presidents and 2.0 for executive vice presidents. |
| 4. Pursuant to Issuer's 2012 Omnibus Incentive Plan, the exercise price for the options was determined using the fair market value of a share of Issuer's Common Stock. The "fair market value" under the 2012 Omnibus Incentive Plan is defined as the last trading price of a share of Issuer's Common Stock on the New York Stock Exchange on the trading day immediately preceding the grant date which was March 1, 2013. |
| Remarks: |
| /s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz | 03/05/2013 | |
| ** 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. | ||