Edgar Filing: Burger King Holdings Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Burger King Holdings Inc

2. Issuer Name and Ticker or Trading Symbol
CARROLS RESTAURANT GROUP, INC. [TAST]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

5707 BLUE LAGOON DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2018

(Street)

MIAMI, FL 33126

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/30/2018

D⁽²⁾

⁽¹⁾

Common Stock

8,755,559

⁽²⁾

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Burger King Holdings Inc 5707 BLUE LAGOON DRIVE MIAMI, FL 33126	X	X
Burger King Corp 5707 BLUE LAGOON DRIVE MIAMI, FL 33126	X	X
Burger King Worldwide Holdings, Inc. 5707 BLUE LAGOON DRIVE MIAMI, FL 33126	X	X

Signatures

/s/ Lisa Giles-Klein, Authorized Officer		12/04/2018
^**Signature of Reporting Person		Date
/s/ Lisa Giles-Klein, Authorized Officer		12/04/2018
^**Signature of Reporting Person		Date
/s/ Lisa Giles-Klein, Authorized Officer		12/04/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Convertible Preferred Stock converts into shares of common stock of the Issuer on a 1 to 94,145.80 basis. Based on the shares of Convertible Preferred Stock held prior to the transaction, Burger King Corporation ("BKC") had the right to acquire, at any time at the option of the holder, 9,414,580 shares of common stock of the Issuer.
(2)	Pursuant to an internal reorganization, BKC transferred 93 shares of Convertible Preferred Stock, representing the right to convert into 8,755,559 shares of common stock, for value to another indirect subsidiary of Restaurant Brands International Limited Partnership ("Partnership").
(3)	This report is being filed jointly by Burger King Holdings, Inc. ("BKH"), Burger King Worldwide Holdings, Inc. ("BKW") and BKC. The reported securities are owned directly by BKC. BKH owns 100% of the issued and outstanding common stock of BKC. BKW indirectly owns 100% of the issued and outstanding common stock of BKH. Jose E. Cil and Matthew Dunnigan, executive officers of the general partner of the Partnership, serve as directors on the Issuer's board of directors.

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