SEC Form 4 · accession 0001209191-17-022900
POPEYES LOUISIANA KITCHEN, INC. · PLKI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harold M Cohen
Officer — General Counsel
Period of report
Mar 27, 2017
Accepted (ET)
Mar 27, 2017 · 11:40 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 StockF1,F2 | Mar 27, 2017 | D | 12,289 | $79.00 | D | 0 | D |
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 | $34.75 | Mar 27, 2017 | D | 1,314 | D | — | Apr 5, 2020 | Common Stock | 1,314 | 0 | D |
| Stock Option (Right to Buy)F3 | $41.66 | Mar 27, 2017 | D | 5,244 | D | — | Apr 5, 2021 | Common Stock | 5,244 | 0 | D |
| Stock Option (Right to Buy)F3 | $59.75 | Mar 27, 2017 | D | 3,539 | D | — | Apr 5, 2022 | Common Stock | 3,539 | 0 | D |
| Stock Option (Right to Buy)F3 | $52.91 | Mar 27, 2017 | D | 5,311 | D | — | Apr 5, 2023 | Common Stock | 5,311 | 0 | D |
| Stock Unit (Contingent Right to Common Shares)F4 | $0.00 | Mar 27, 2017 | D | 2,102 | D | — | Mar 27, 2017 | Common Stock | 2,102 | 0 | D |
| PSUF5 | $0.00 | Mar 27, 2017 | A | 7,084 | A | — | Mar 27, 2017 | Common Stock | 7,084 | 7,084 | D |
| PSUF5 | $0.00 | Mar 27, 2017 | D | 7,084 | D | — | Mar 27, 2017 | Common Stock | 7,084 | 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 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.
- 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.