FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CHIDSEY JOHN 		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
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

5505 BLUE LAGOON DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/15/2010
(Street)

MIAMI, FL 33126
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/15/2010     U    459152   D $24.00   239654   D    
Common Stock   10/19/2010     D    239654   (1) D $24.00   0   D    
Common Stock   10/15/2010     U    15984   D $24.00   0   I   By Trust - Daughter  
Common Stock   10/15/2010     U    15984   D $24.00   0   I   By Trust - Son  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Option to Purchase Common Stock   $17.51   10/19/2010     D         339502      (2) 8/25/2020   Common Stock   339502   $6.49   0   D    
Option to Purchase Common Stock   $18.31   10/19/2010     D         314118      (3) 8/26/2019   Common Stock   314118   $5.69   0   D    
Option to Purchase Common Stock   $26.16   10/19/2010     D         230375      (4) 8/22/2018   Common Stock   230375   $0.00   0   D    
Option to Purchase Common Stock   $23.35   10/19/2010     D         241646      (5) 8/26/2017   Common Stock   241646   $0.65   0   D    
Option To Purchase Common Stock   $3.80   10/19/2010     D         236746      (6) 8/1/2014   Common Stock   236746   $20.20   0   D    
Option to Purchase Common Stock   $3.80   10/19/2010     D         177573      (7) 6/8/2014   Common Stock   177573   $20.20   0   D    
Option to Purchase Common Stock   $11.39   10/19/2010     D         94715      (7) 6/8/2014   Common Stock   94715   $12.61   0   D    
Option to Purchase Common Stock   $3.80   10/19/2010     D         166922      (8) 3/1/2014   Common Stock   166922   $20.20   0   D    
Option to Purchase Common Stock   $11.39   10/19/2010     D         289807      (9) 3/1/2014   Common Stock   289807   $12.61   0   D    

Explanation of Responses:
( 1)  Represents restricted stock units and performance based restricted stock units that vested and were canceled at the effective time of the merger (the "Merger") in exchange for a cash payment representing the number of units multiplied by the per share purchase price of $24.00 pursuant to that certain Agreement and Plan of Merger, dated September 2, 2010, by and among Burger King Holdings, Inc. (the "Company"), Blue Acquisition Holding Corporation and Blue Acquisition Sub, Inc. Sixty percent of the proceeds from the award granted on August 25, 2010, consisting of 59,558 performance based restricted stock units and 59,558 restricted stock units, will be placed in a trust account established with a third party for the reporting person's benefit. Fifty percent of the amounts in the trust account will be released and remitted on each of April 19, 2011 and October 19, 2011, subject to the reporting person's continued service until each such date, subject to certain exceptions.
( 2)  This option, which provided for 25% vesting on each of 8/25/2011, 8/25/2012, 8/25/2013 and 8/25/2014, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00. Sixty percent of the of the proceeds from this award will be placed in a trust account established with a third party for the reporting person's benefit. Fifty percent of the amounts in the trust account will be released and remitted on each of April 19, 2011 and October 19, 2011, subject to the reporting person's continued service until each such date, subject to certain exceptions.
( 3)  This option, which provided for 25% vesting on each of 8/26/2010, 8/26/2011, 8/26/2012 and 8/26/2013, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
( 4)  This option, which provided for 25% vesting on each of 8/22/2009, 8/22/2010, 8/22/2011 and 8/22/2012, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
( 5)  This option, which provided for 25% vesting on each of 8/26/2010, 8/26/2011, 8/26/2012 and 8/26/2013, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
( 6)  This option, which provided for 20% vesting on each of 08/01/2005, 08/01/2006, 8/01/2007, 08/01/2008 and 08/01/2009, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
( 7)  This option, which provided for 20% vesting on each of 6/8/2005, 6/08/2006, 6/8/2007, 6/8/2008 and 6/8/2009, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
( 8)  This option, which provided for 20% vesting on each of 03/01/2005, 03/01/2006, 03/01/2007, 03/01/2008 and 03/01/2009, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.
( 9)  This option, which provided for 20% vesting on each of 03/01/2005, 03/01/2006, 03/01/2007, 03/01/2008 and 03/01/2009, was canceled in the Merger in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $24.00.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CHIDSEY JOHN
5505 BLUE LAGOON DRIVE
MIAMI, FL 33126 		X
Chief Executive Officer

Signatures
Lisa Giles-Klein, As Attorney in Fact for John W. Chidsey 10/19/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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