SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TEXAS PACIFIC GROUP 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Burger King Holdings Inc [ BKC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/25/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/23/2006		D		1,350,000	D	$17	36,339,385	I	See Notes(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. David Bonderman, James Coulter and William S. Price, III (each a "Shareholder") are officers, directors and sole shareholders of TPG Advisors III, Inc., a Delaware corporation ("Advisors III") which in turn is the general partner of TPG GenPar III, L.P., a Delaware limited partnership ("GenPar III"), which in turn is the sole general partner of TPG Partners III, L.P., a Delaware limited partnership (together with Advisors III and GenPar III), which in turn is the managing member of TPG BK Holdco LLC, which directly holds the securities reported herein.

2. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Act"), each Shareholder may be deemed to be the beneficial owner of the Securities of the Issuer beneficially owned by the Funds only to the extent of the greater of each Shareholder's direct or indirect interest in the profits or capital account of such Funds. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that each Shareholder is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any Securities owned by such Funds in excess of such amount.

3. Pursuant to an underwriting agreement, dated May 17, 2006 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Burger King Holdings, Inc. (the "Issuer") common stock, par value $0.01 per share (the "Common Stock"), pursuant to the final prospectus filed by the Company on May 18, 2006, which offering was consummated on May 17, 2006, the underwriters, party to the Underwriting Agreement (the "Underwriters") elected to exercise an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from the selling stockholders. On May 23, 2006, the sale of shares of the Company's Common Stock by the selling stockholders to the Underwriters pursuant to the exercise by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale TPG BK Holdco sold 1,350,000 shares of the Issuer's common stock.

Remarks:

(4) David A. Spuria is signing on behalf of Mr. Bonderman pursuant to the authorization and designation letter dated January 31, 2005, which was previously filed with the Securities and Exchange Commission.

	David A. Spuria on behalf of David Bonderman (4)	05/25/2006
	** Signature of Reporting Person	Date
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