SEC Form 4 · accession 0001209191-17-022898

POPEYES LOUISIANA KITCHEN, INC. · PLKI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Cheryl A Bachelder

Officer — CEO

Period of report

Mar 27, 2017

Accepted (ET)

Mar 27, 2017 · 11:36 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001041379

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Mar 27, 2017	D	219,915	$79.00	D	0	D
Common Stock^F1	Mar 27, 2017	D	48,115	$79.00	D	0	I	GRAT

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F3	$16.52	Mar 27, 2017	D	46,610	D	—	Apr 5, 2022	Common Stock	46,610	0	D
Stock Option (Right to Buy)^F3	$34.75	Mar 27, 2017	D	25,697	D	—	Apr 5, 2023	Common Stock	25,697	0	D
Stock Option (Right to Buy)^F3	$41.66	Mar 27, 2017	D	30,105	D	—	Apr 5, 2021	Common Stock	30,105	0	D
Stock Option (Right to Buy)^F3	$59.75	Mar 27, 2017	D	24,273	D	—	Apr 5, 2022	Common Stock	24,273	0	D
Stock Option (Right to Buy)^F3	$52.91	Mar 27, 2017	D	28,328	D	—	Apr 5, 2023	Common Stock	28,323	0	D
Stock Unit (Contingent Right to Common Shares)^F4	$0.00	Mar 27, 2017	D	1,465	D	—	Mar 27, 2017	Common Stock	1,465	0	D
Stock Unit (Contingent Right to Common Shares)^F4	$0.00	Mar 27, 2017	D	2,527	D	—	Mar 27, 2017	Common Stock	2,527	0	D
Stock Unit (Contingent Right to Common Shares)^F4	$0.00	Mar 27, 2017	D	11,212	D	—	Mar 27, 2017	Common Stock	11,212	0	D
PSU^F5	$0.00	Mar 27, 2017	A	42,178	A	—	Mar 27, 2017	Common Stock	42,178	42,178	D
PSU^F5	$0.00	Mar 27, 2017	D	42,178	D	—	Mar 27, 2017	Common Stock	42,178	0	D

Explanation of responses

F1As 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.
F2Issuer outstanding unvested restricted stock awards ("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.
F3Under 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.
F4Issuer 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.
F5Under 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.