0001209191-17-022907.txt : 20170327 0001209191-17-022907.hdr.sgml : 20170327 20170327120143 ACCESSION NUMBER: 0001209191-17-022907 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170327 FILED AS OF DATE: 20170327 DATE AS OF CHANGE: 20170327 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: POPEYES LOUISIANA KITCHEN, INC. CENTRAL INDEX KEY: 0001041379 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 582016606 STATE OF INCORPORATION: MN FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 400 PERIMETER CENTER TERRACE, SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4044594450 MAIL ADDRESS: STREET 1: 400 PERIMETER CENTER TERRACE, SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30346 FORMER COMPANY: FORMER CONFORMED NAME: AFC ENTERPRISES INC DATE OF NAME CHANGE: 19970620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merkin John K CENTRAL INDEX KEY: 0001636485 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32369 FILM NUMBER: 17714605 MAIL ADDRESS: STREET 1: 400 PERIMETER CENTER TERRACE STREET 2: SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30346 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-27 1 0001041379 POPEYES LOUISIANA KITCHEN, INC. PLKI 0001636485 Merkin John K 400 PERIMETER CENTER TERRACE SUITE 1000 ATLANTA GA 30346 0 1 0 0 Chief Operating Officer-US Common Stock Holding 2017-03-27 4 D 0 4978 79.00 D 0 D Stock Option (Right to Buy) 52.91 2017-03-27 4 D 0 5066 0.00 D 2023-04-05 Common Stock 5066 0 D Stock Option (Right to Buy) 59.75 2017-03-27 4 D 0 4045 0.00 D 2022-04-05 Common Stock 4045 0 D Stock Unit (Contingent Right to Common Shares) 0.00 2017-03-27 4 D 0 2219 0.00 D 2017-03-27 Common Stock 2219 0 D Stock Unit (PSU) 0.00 2017-03-27 4 A 0 7730 0.00 A 2017-03-27 Common Stock 7730 7730 D Stock Unit (PSU) 0.00 2017-03-27 4 D 0 7730 0.00 D 2017-03-27 Common Sock 7730 0 D 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 Issuer 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. 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. 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. Under the terms of The Tender Offer, performance share units ("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. Peter H. Ward under Power of Attorney for John K. Merkin 2017-03-27