Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Chojnowski David
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2010
3. Issuer Name and Ticker or Trading Symbol
Burger King Holdings Inc [BKC]
(Last)
(First)
(Middle)
5505 BLUE LAGOON DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Chief Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MIAMI, FL 33126
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 7,187 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock   (3) 03/21/2019(4) Common Stock 8,442 $ 22.42 D  
Option to Purchase Common Stock   (5) 08/26/2019(5) Common Stock 8,697 $ 18.31 D  
Option to Purchase Common Stock   (3) 08/25/2020(3) Common Stock 11,495 $ 17.51 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chojnowski David
5505 BLUE LAGOON DRIVE
MIAMI, FL 33126
      VP, Chief Accounting Officer  

Signatures

Lisa Giles-Klein, as Attorney-In-Fact for David Chojnowski 10/08/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 4033 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) 3154 shares reported represent an award of performance based restricted stock granted to the Reporting Person by the Issuer on August 26, 2009. The shares will vest 100% on the third anniversary of the grant date.
(3) 2873 of the shares are exercisable on 8/25/2011. 2874 of the shares are exercisable on each of 8/25/2012, 8/25/2013 and 8/25/2014.
(4) 2110 of the shares were exercisable on 3/21/2010. 2111 of the shares are exercisable on each of 3/21/2011 and 3/21/2013; and 2110 of the shares are exercisable on 3/21/2012.
(5) 2174 of the shares were exercisable on 8/26/2010. 2174 of the shares are exercisable on each of 8/26/2011 and 8/26/2012; and 2175 of the shares are exercisable on 8/26/2013.

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