<SEC-DOCUMENT>0001172661-12-000817.txt : 20120810
<SEC-HEADER>0001172661-12-000817.hdr.sgml : 20120810
<ACCEPTANCE-DATETIME>20120810162139
ACCESSION NUMBER:		0001172661-12-000817
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20120810
DATE AS OF CHANGE:		20120810

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Arcos Dorados Holdings Inc.
		CENTRAL INDEX KEY:			0001508478
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING PLACES [5812]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-86210
		FILM NUMBER:		121024837

	BUSINESS ADDRESS:	
		STREET 1:		Roque Saenz Pena 432
		STREET 2:		B1636FFB Olivos
		CITY:			Buenos Aires
		STATE:			C1
		ZIP:			None
		BUSINESS PHONE:		011 54 11 4711 2000

	MAIL ADDRESS:	
		STREET 1:		Roque Saenz Pena 432
		STREET 2:		B1636FFB Olivos
		CITY:			Buenos Aires
		STATE:			C1
		ZIP:			None

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCOUT CAPITAL MANAGEMENT LLC
		CENTRAL INDEX KEY:			0001134406
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		640 FIFTH AVENUE
		STREET 2:		22ND FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		2126227849

	MAIL ADDRESS:	
		STREET 1:		640 FIFTH AVENUE
		STREET 2:		22ND FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>arcos080812a3.txt
<DESCRIPTION>SCHEDULE 13G AMENDMENT FILING
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G/A
                    Under the Securities Exchange Act of 1934
				(Amendment No. 3)

                           Arcos Dorados Holdings Inc.
                                (Name of Issuer)

                                    Class A
                         (Title of Class of Securities)

                                   061830626
                                 (CUSIP Number)

                                August 8, 2012
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<Page>


                               CUSIP No. 061830626


       1.    Names of Reporting Person

             Scout Capital Management, L.L.C.

       2.    Check the Appropriate Box if a Member Of a Group

             [X] (a)
             [ ] (b)

       3.    SEC Use Only

       4.    Citizenship or Place of Organization

             Delaware, United States

       		 5.  Sole Voting Power: 0
Number of
Shares           6.  Shared Voting Power:  7,768,000
Beneficially
Owned by         7.  Sole Dispositive Power:  0
Each Reporting
Person With      8.  Shared Dispositive Power:  7,768,000

       9.    Aggregate Amount Beneficially Owned by Each Reporting Person

             7,768,000

       10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

       11.   Percent of Class Represented by Amount in Row (9)

	     6.00%

       12.   Type of Reporting Person

	     IA


<Page>

                               CUSIP No. 061830626


       1.    Names of Reporting Person

             Adam Weiss

       2.    Check the Appropriate Box if a Member Of a Group

             [X] (a)
             [ ] (b)

       3.    SEC Use Only

       4.    Citizenship or Place of Organization

             United States

       		 5.  Sole Voting Power: 0
Number of
Shares           6.  Shared Voting Power: 7,768,000
Beneficially
Owned by         7.  Sole Dispositive Power:  0
Each Reporting
Person With      8.  Shared Dispositive Power: 7,768,000

       9.    Aggregate Amount Beneficially Owned by Each Reporting Person

             7,768,000

       10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

       11.   Percent of Class Represented by Amount in Row (9)

	     6.00%

       12.   Type of Reporting Person

	     IN


<Page>

                               CUSIP No. 061830626


       1.    Names of Reporting Person

             James Crichton

       2.    Check the Appropriate Box if a Member Of a Group

             [X] (a)
             [ ] (b)

       3.    SEC Use Only

       4.    Citizenship or Place of Organization

             United States

       		 5.  Sole Voting Power: 0
Number of
Shares           6.  Shared Voting Power: 7,768,000
Beneficially
Owned by         7.  Sole Dispositive Power:  0
Each Reporting
Person With      8.  Shared Dispositive Power: 7,768,000

       9.    Aggregate Amount Beneficially Owned by Each Reporting Person

             7,768,000

       10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares


       11.   Percent of Class Represented by Amount in Row (9)

	     6.00%

       12.   Type of Reporting Person

	     IN


<Page>

Item 1. (a)  Name of Issuer:

	     Arcos Dorados Holdings Inc.

Item 1. (b)  Address of Issuer's Principal Executive Offices:

             Roque Saenz Pena 432
	     B1636 FFB Olivos
	     Buenos Aires, Argentina

Item 2. (a)  Name of Person Filing:

	     This statement is filed by:

        (i)  Scout Capital Management, L.L.C., a Delaware limited
             liability company ("Scout Capital Management"), which serves
             as investment manager to two Delaware limited
             partnerships and two Cayman Islands exempted companies
             (collectively, the "Funds"), with respect to the
             shares of Common Stock directly owned by the Funds;

       (ii)  Adam Weiss ("Mr. Weiss"), with respect to the shares of
             Common Stock directly owned by the Funds; and

      (iii)  James Crichton ("Mr. Crichton"), with respect to the shares
             of Common Stock directly owned by the Funds.

            The foregoing persons are hereinafter sometimes collectively
	    referred to as the "Reporting Persons." Any disclosures herein
	    with respect to persons other than the Reporting Persons are
	    made on information and belief after making inquiry to the
	    appropriate party.

        (b)  Address of Principal Business Offices:

             The address of the business office of Scout Capital Management and
	     Mr. Crichton is 640 Fifth Avenue, 22nd Floor, New York, New York
	     10019.  The address of the business office of Mr. Weiss is 160
	     Forest Avenue, Palo Alto, CA 94301.

        (c)  Citizenship:

             Please refer to Item 4 on each cover sheet for each Reporting
	     Person.

        (d)  Title of Class of Securities:

             Class A

        (e)  CUSIP No. 061830626

Item 3.      If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b)
	     or (c), check whether the person filing is a:

             (a) [ ]  Broker or dealer registered under Section 15 of the Act,

             (b) [ ]  Bank as defined in Section 3(a)(6) of the Act,

             (c) [ ]  Insurance Company as defined in Section 3(a)(19) of the
                      Act,

             (d) [ ]  Investment Company registered under Section 8 of the
                      Investment Company Act of 1940,

             (e) [ ]  Investment Adviser in accordance with Rule
                      13d-1 (b)(1)(ii)(E),

             (f) [ ]  Employee Benefit Plan or Endowment Fund in accordance
                      with 13d-1 (b)(1)(ii)(F),

             (g) [ ]  Parent Holding Company or control person in accordance
                      with Rule 13d-1 (b)(1)(ii)(G),

             (h) [ ]  Savings Association as defined in Section 3(b) of the
                      Federal Deposit Insurance Act,

             (i) [ ]  Church Plan that is excluded from the definition of an
                      investment company under Section 3(c)(14) of the
		      Investment Company Act of 1940,

	     (j)  [ ] A non-U.S. institution in accordance with Rule
		      13d-1(b)(1)(ii)(J);

	     (k)  [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

        If this statement is filed pursuant to Rule 13d-1(c), check the box [X]

<PAGE>

Item 4.  Ownership

         Please see Items 5 - 9 and 11 of each cover sheet for each Reporting
	 Person.

Item 5.  Ownership of Five Percent or Less of a Class

         Not Applicable

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

	 Not Applicable

<Page>


Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company

         Not Applicable

Item 8.  Identification and Classification of Members of the Group

         Please see Item 2.

Item 9.  Notice of Dissolution of Group

         Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.

<Page>


                                SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date:  August 10, 2012
                                       SCOUT CAPITAL MANAGEMENT, L.L.C.

 				       By:   /s/ James Crichton
                                             --------------------------
                                             James Crichton
                                             Managing Member

					     ADAM WEISS

                                             /s/ Adam Weiss
                                             --------------------------

                                             JAMES CRICHTON

                                             /s/ James Crichton
                                             --------------------------

<Page>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>