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 *

Fallon Charles 		2. Issuer Name and Ticker or Trading Symbol

Burger King Holdings Inc [ BKC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, North America
(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    52501   D $24.00   41169   D    
Common Stock   10/19/2010     D    41169   (1) D $24.00   0   D    

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   $23.35   10/19/2010     D         38036      (2) 8/26/2017   Common Stock   38036   $0.65   0   D    
Option to Purchase Common Stock   $26.16   10/19/2010     D         39889      (3) 8/22/2018   Common Stock   39889   $0.00   0   D    
Option to Purchase Common Stock   $18.31   10/19/2010     D         49444      (4) 8/26/2019   Common Stock   49444   $5.69   0   D    
Option to Purchase Common Stock   $17.51   10/19/2010     D         61039      (5) 8/25/2020   Common Stock   61039   $6.49   0   D    
Option to Purchase Common Stock   $17.00   10/19/2010     D         210769      (6) 5/16/2016   Common Stock   210769   $7.00   0   D    
Option to Purchase Common Stock   $18.91   10/19/2010     D         29007      (7) 6/1/2016   Common Stock   29007   $5.09   0   D    

Explanation of Responses:
( 1)  Represents restricted stock units(RSUs) and performance based restricted stock units (PBRSUs) 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 of the proceeds from the award granted on August 25, 2010, consisting of 10,708 PBRSUs and 10,708 RSUs, will be placed in a trust account established with a third party for the reporting person's benefit. The reporting person will receive an amount equal to 25% of such amount on each of August 25, 2011 and August 25, 2012 and will receive the balance on October 19, 2012, if the reporting person is employed on such dates, subject to certain exceptions.
( 2)  This option, which provided for 25% vesting on each of 8/27/2008, 8/27/2009, 8/27/2010 and 8/27/2011, 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.
( 3)  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.
( 4)  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.
( 5)  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. The reporting person will receive an amount equal to 25% of such amount on each of August 25, 2011 and August 25, 2012 and will receive the balance on October 19, 2012, if the reporting person is employed on such dates, subject to certain exceptions.
( 6)  This option, which provided for 84,307 vesting on 5/17/2008 and 42,154 vesting on each of 5/17/2009, 5/17/2010, 5/17/2011, 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 11,603 vesting on 6/2/2008, 5,802 vesting on 6/2/2009, and 5,801 vesting on each of 6/2/2010 and 6/2/2011, 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
Fallon Charles
5505 BLUE LAGOON DRIVE
MIAMI, FL 33126

President, North America

Signatures
Lisa Giles-Klein, as Attorney-In-Fact for Charles Fallon 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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