X0306 4/A 2020-06-01 2020-06-03 0001673358 Yum China Holdings, Inc. YUMC 0001713245 Yang William Wang 48/F CHINA WORLD TOWER 3, NO 1 JIAN GUO, MEN WAI AVENUE BEIJING F4 100040 CHINA true Common Stock, par value $0.01 24688 D Common Stock, par value $0.01 16364778 I See Footnote Warrant 1 30.55 2017-01-09 2021-11-01 Common Stock, par value $0.01 per share 7511967.35 7511967.35 I See Footnote Pre-paid Forward Transaction Common Stock, par value $0.01 per share 3418264.42 0 I See Footnote Pre-paid Forward Transaction Common Stock, par value $0.01 per share 3016115.67 0 I See Footnote Pre-paid Forward Transaction Common Stock, par value $0.01 per share 1077587.26 0 I See Footnote The common stock is held directly by Pollos Investment L.P. ("Pollos Investment") and the warrants are held directly by Pollos Upside L.P. ("Pollos Upside") and the Transaction (as defined below) was entered into by Pollos Upside. The limited partnership interests of both Pollos Investment and Pollos Upside are ultimately owned by a private fund ("Fund") for which an affiliate of the Reporting Person is special limited partner ("Special Limited Partner") and has a contingent right to receive a performance fee. The Reporting Person is a shareholder of the parent company of the general partner of the Special Limited Partner (the "Parent Company") and may be deemed to have pecuniary interest through his indirect entitlement to receive a share of any Fund performance fee. Pursuant to the formula set forth in Section 12 of Warrant 1, the exercise price and number of shares issuable under Warrant 1 has been adjusted to reflect dividends declared by Yum China Holdings, Inc. This amendment is filed to restate the original Form 4. The number of shares shown in this restated Form 4 has been corrected to reflect adjustments made to the warrants pursuant to a formula set forth therein. On October 31, 2019, Pollos Upside entered into Master Confirmations for Warrant Forward Sale Transactions and related Supplemental Confirmations (collectively, the "Forward Contracts") with respect to a portion of its interests in a warrant ("Warrant 2"). In connection with the forward sale transaction pursuant to the Forward Contracts, Warrant 2 was recut into multiple warrants with identical rights to Warrant 2 in the names and amounts as follows: 2,010,743.78 shares of common stock issuable under Warrant 5; 2,010,743.78 shares of common stock issuable under Warrant 6; 1,005,371.89 shares of common stock issuable under Warrant 7; 1,005,371.89 shares of common stock issuable under Warrant 8; 603,223.13 shares of common stock issuable under Warrant 9; 402,148.76 shares of common stock issuable under Warrant 10; 301,611.57 shares of common stock issuable under Warrant 11; and 172,752.56 shares of common stock issuable under Warrant 12. On October 31, 2019, Pollos Upside entered into a pre-paid forward transaction with an unaffiliated bank relating to a portion of Warrant 2 relating to 3,400,000 shares of common stock. In exchange for assuming this obligation, Pollos Upside received a cash payment of $27,725,980 as of the date of entering into the transaction. On the settlement date, Pollos Upside closed out the pre-paid forward transaction pursuant to the Forward Contracts. On October 31, 2019, Pollos Upside entered into a pre-paid forward transaction with an unaffiliated bank relating to a portion of Warrant 2 relating to 3,000,000 shares of common stock. In exchange for assuming this obligation, Pollos Upside received a cash payment of $24,464,100 as of the date of entering into the transaction. On the settlement date, Pollos Upside closed out the pre-paid forward transaction pursuant to the Forward Contracts. On November 12, 2019, Pollos Upside entered into a pre-paid forward transaction with an unaffiliated bank relating to a portion of Warrant 2 relating to 1,071,829.51 shares of common stock. In exchange for assuming this obligation, Pollos Upside received a cash payment of $10,025,115.64 as of the date of entering into the transaction. On the settlement date, Pollos Upside closed out the pre-paid forward transaction pursuant to the Forward Contracts. The Reporting Person disclaims beneficial ownership of the securities and derivative instruments held directly by Pollos Investment and Pollos Upside, except to the extent of his pecuniary interest, if any, in such securities or instruments as a result of his interest in the Parent Company, and the inclusion of these in this form shall not otherwise be deemed an admission of beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. /s/ Patrick W.D. Turley, Attorney-in-Fact 2020-06-04