Statement of Changes in Beneficial Ownership (4)
March 27 2017 - 5:27PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SKEHAN ANDREW G
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2. Issuer Name
and
Ticker or Trading Symbol
POPEYES LOUISIANA KITCHEN, INC.
[
PLKI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
COO, International
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(Last)
(First)
(Middle)
400 PERIMETER CENTER TERRACE, SUITE 1000
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/27/2017
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(Street)
ATLANTA, GA 30346
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/27/2017
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D
(1)
(2)
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25620
(1)
(2)
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D
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$79.00
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$34.75
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3/27/2017
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D
(3)
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1200
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(3)
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4/5/2020
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Common Stock
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4798
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$41.66
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3/27/2017
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D
(3)
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3496
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(3)
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4/5/2021
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Common Stock
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3496
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$59.75
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3/27/2017
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D
(3)
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4551
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(3)
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4/5/2022
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Common Stock
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4551
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$52.91
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3/27/2017
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D
(3)
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6196
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(3)
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4/5/2023
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Common Stock
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6196
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$0.00
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0
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D
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Stock Unit (Contingent Right to Common Shares)
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$0.00
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3/27/2017
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D
(4)
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2452
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(4)
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3/27/2017
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Common Stock
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2452
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$0.00
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0
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D
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PSU
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$0.00
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3/27/2017
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A
(5)
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8608
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(5)
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3/27/2017
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Common Stock
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8608
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$0.00
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8608
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D
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PSU
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$0.00
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3/27/2017
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D
(5)
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8608
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(5)
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3/27/2017
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Common Stock
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8608
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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As of March 27, 2017, Issuer was acquired in a cash tender by an indirect subsidiary of Restaurant Brands International Inc. at a purchase price of $79 per share (the "Tender Offer"), as described more fully in the Schedule 14D-9 filed by the Issuer on February 27, 2017 and as subsequently supplemented and amended. All dispositions by Reporting Person in the Tender Offer were approved in advance by Issuer's Board of Directors.
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(
2)
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Issuer outstanding unvested restricted stock units ("RSA's") became fully vested under the terms of the Tender Offer and all vested RSA's were then converted into the $79 per share cash consideration. Performance share units ("PSU's") that were awarded because the Compensation Committee of the Board of Directors had determined the achievement of performance goals but remained subject to time vesting became vested on March 27, 2017 and were converted into the Tender Offer $79 cash consideration.
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(
3)
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Under the terms of the Tender Offer, Issuer outstanding stock options, if not yet vested became vested, and all Issuer stock options were converted into cash consideration at the amount of the difference between the exercise price of the option and the Tender Offer price of $79 per share.
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(
4)
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Issuer outstanding unvested restricted stock units ("RSU's") became fully vested under the terms of the Tender Offer and all vested RSU's were then converted into the $79 per share cash consideration in connection with the Tender Offer.
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(
5)
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Under the terms of The Tender Offer, PSU's previously awarded but where the Compensation Committee of the Board of Directors had not yet determined the fulfillment of the performance criteria (therefore, not yet reported on a Form 4) were deemed to have been earned and became immediately vested. These accelerated PSU's were then converted into the $79 per share cash consideration in connection with the Tender Offer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SKEHAN ANDREW G
400 PERIMETER CENTER TERRACE
SUITE 1000
ATLANTA, GA 30346
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COO, International
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Signatures
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Peter H. Ward under Power of Attorney for Andrew G. Skehan
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3/27/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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