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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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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 | 53,359 | (2) | 08/25/2020 | Common Stock | 53,359 | $ 6.49 | 0 | D | ||||
Option to Purchase Common Stock | $ 18.31 | 10/19/2010 | D | 49,370 | (3) | 08/26/2019 | Common Stock | 49,470 | $ 5.69 | 0 | D | ||||
Option to Purchase Common Stock | $ 26.16 | 10/19/2010 | D | 36,208 | (4) | 08/22/2018 | Common Stock | 36,208 | $ 0 | 0 | D | ||||
Option to Purchase Common Stock | $ 23.35 | 10/19/2010 | D | 37,979 | (5) | 08/26/2017 | Common Stock | 37,979 | $ 0.65 | 0 | D | ||||
Option to Purchase Common Stock | $ 10.25 | 10/19/2010 | D | 13,542 | (6) | 08/21/2015 | Common Stock | 13,542 | $ 13.75 | 0 | D | ||||
Option To Purchase Common Stock | $ 3.8 | 10/19/2010 | D | 26,347 | (7) | 08/01/2014 | Common Stock | 26,347 | $ 20.2 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SMITH PETER C 5505 BLUE LAGOON DRIVE MIAMI, FL 33126 |
Chief Human Resources Officer |
Lisa Giles-Klein, as Attorney-In-Fact for Peter Smith | 10/19/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |
(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. |
(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 8/27/2008, 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. |
(6) | This option, which provided for 20% vesting on each of 08/21/2006, 08/21/2007, 8/21/2008, 8/21/2009 and 8/21/2010, 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. |
(7) | This option, which provided for 10,539 vesting on each of 08/01/2006 and 08/01/2007and 10,538 vesting on each of 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. |