Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ramirez Julio A
   2. Issuer Name and Ticker or Trading Symbol
Burger King Holdings Inc [BKC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. VP, Global Operations
(Last)
(First)
(Middle)
5505 BLUE LAGOON DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
08/25/2010
(Street)

MIAMI, FL 33126		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/25/2010   A(1)   8,823 A $ 0 59,822 D  
Common Stock 08/25/2010   A(2)   8,823 A $ 0 68,645 D  
Common Stock 08/26/2010   D(3)   5,722 D $ 0 62,923 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock $ 17.51 08/25/2010   A   50,296     (4) 08/25/2020 Common Stock 50,296 $ 0 50,296 D  
Option to Purchase Common Stock $ 10.25               (5) 08/21/2015 Common Stock 9,485   9,485 D  
Option to Purchase Common Stock $ 23.35               (6) 08/27/2017 Common Stock 31,254   31,254 D  
Option to Purchase Common Stock $ 26.16               (7) 08/22/2018 Common Stock 34,129   34,129 D  
Option to Purchase Common Stock $ 18.31               (8) 08/26/2019 Common Stock 41,882   41,882 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ramirez Julio A
5505 BLUE LAGOON DRIVE
MIAMI, FL 33126		       Exec. VP, Global Operations  

Signatures

 Lisa Giles-Klein, as Attorney-in-Fact for Julio A. Ramirez   08/27/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The shares reported represent an award of performance based restricted stock granted to the Reporting Person by the Issuer on August 25, 2010. The shares will have a one year performance period beginning July 1, 2010 and ending June 30, 2011 and will vest 100% on the third anniversary of the grant date. The number of shares of performance based restricted stock that will be earned at the end of the one year performance period is subject to an increase or decrease of shares of up to 50% based on the results of the Company performance condition.
(2) The shares reported represent an award of restricted stock granted to the Reporting Person by the Issuer on August 25, 2010. The shares will vest annually in 1/3 increments on each anniversary of the grant date over a three year period.
(3) The shares reported represent a forfeiture of performance based restricted stock granted to the Reporting Person by the Issuer on August 26, 2009. The shares had a one year performance period that began on July 1, 2009 and ended on June 30, 2010. Since the performance condition was not satisfied, the Reporting Person forfeited 5,722 shares of the 15,188 shares granted on August 26, 2009.
(4) 25% of shares are exercisable on each of 8/25/2011, 8/25/2012, 8/25/2013 and 8/25/2014.
(5) 20% of the shares were exercisable on each of 08/21/2006, 08/21/2007, 8/21/2008, 8/21/2009 and 8/21/2010.
(6) 25% of shares were exercisable on each of 8/27/2008, 8/27/2009 and 8/27/2010; and 25% are exercisable on 8/27/2011.
(7) 25% of shares were exercisable on each of 8/22/2009 and 8/22/2010; and 25% of the shares are exercisable on 8/22/2011 and 8/22/2012.
(8) 25% of the shares were exercisable on 8/26/2010. 25% of shares are exercisable on each of 8/26/2011, 8/26/2012 and 8/26/2013.

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