|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TPG ADVISORS III INC C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FT WORTH, TX 76102 |
X | |||
| COULTER JAMES G C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORTH WORTH, TX 76102 |
X | |||
| /s/ Clive D. Bode, Vice President and Secretary, TPG Advisors III, Inc. (3) | 05/12/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Clive D. Bode, on behalf of James G. Coulter (3)(4) | 05/12/2008 | |
| **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) | David Bonderman and James G. Coulter are officers, directors and the sole shareholders of TPG Advisors III, Inc. ("Advisors III" and, together with Mr. Coulter, the "Reporting Persons"), which is the general partner of TPG GenPar III, L.P., which is the general partner of TPG Partners III, L.P. ("Partners III"), which in turn is the managing member of TPG BK Holdco LLC, which directly holds the shares of common stock, par value $0.01, of Burger King Holdings, Inc. ("Issuer") reported herein. |
| (2) | Because of the Reporting Persons' relationship to Partners III, the Reporting Persons may be deemed to beneficially own the shares of Issuer's common stock beneficially owned by Partners III to the extent of the greater of their respective direct or indirect pecuniary interest in the profits or capital accounts of Partners III. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares of Issuer's common stock in excess of such amounts. |
| Remarks: (3) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (4) Clive D. Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated August 31, 2006, which was previously filed with the Securities and Exchange Commission. | |