Andrew G Skehan Form 4 POPEYES LOUISIANA KITCHEN / ANDREW G SKEHAN ownership change

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

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X

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^*

SKEHAN ANDREW G

(Last) (First) (Middle)

400 PERIMETER CENTER TERRACE

SUITE 1000

(Street)

ATLANTA GA 30346

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POPEYES LOUISIANA KITCHEN, INC. [ PLKI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO, International

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2017

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 Stock	03/27/2017		D(1)(2)		25,620(1)(2)	D	$79	0	D

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
Stock Option (Right to Buy)	$34.75	03/27/2017		D(3)			1,200	(3)	04/05/2020	Common Stock	4,798	$0.00	0	D
Stock Option (Right to Buy)	$41.66	03/27/2017		D(3)			3,496	(3)	04/05/2021	Common Stock	3,496	$0.00	0	D
Stock Option (Right to Buy)	$59.75	03/27/2017		D(3)			4,551	(3)	04/05/2022	Common Stock	4,551	$0.00	0	D
Stock Option (Right to Buy)	$52.91	03/27/2017		D(3)			6,196	(3)	04/05/2023	Common Stock	6,196	$0.00	0	D
Stock Unit (Contingent Right to Common Shares)	$0.00	03/27/2017		D(4)			2,452	(4)	03/27/2017	Common Stock	2,452	$0.00	0	D
PSU	$0.00	03/27/2017		A(5)		8,608		(5)	03/27/2017	Common Stock	8,608	$0.00	8,608	D
PSU	$0.00	03/27/2017		D(5)			8,608	(5)	03/27/2017	Common Stock	8,608	$0.00	0	D

Explanation of Responses:

1. 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.

2. Issuer 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.

3. 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.

4. 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.

5. Under 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.

Remarks:

	Peter H. Ward under Power of Attorney for Andrew G. Skehan	03/27/2017
	** Signature of Reporting Person	Date
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