SEC FORM
4
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| 16/F TWO GRAND GATEWAY |
| 3 HONG QIAO ROAD |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Yum China Holdings, Inc.
[ YUMC ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Vice President, Controller |
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3. Date of Earliest Transaction
(Month/Day/Year)
11/01/2016
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Appreciation Right |
$14.88
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11/01/2016 |
|
A |
|
4,320 |
|
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02/04/2021 |
Common Stock |
4,320 |
$0
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4,320 |
D |
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| Stock Appreciation Right |
$19
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11/01/2016 |
|
A |
|
7,332 |
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02/06/2023 |
Common Stock |
7,332 |
$0
|
7,332 |
D |
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| Stock Appreciation Right |
$21.3
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11/01/2016 |
|
A |
|
7,409 |
|
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02/05/2024 |
Common Stock |
7,409 |
$0
|
7,409 |
D |
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| Stock Appreciation Right |
$22.32
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11/01/2016 |
|
A |
|
7,443 |
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02/06/2025 |
Common Stock |
7,443 |
$0
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7,443 |
D |
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| Stock Appreciation Right |
$21.06
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11/01/2016 |
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A |
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8,401 |
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02/05/2026 |
Common Stock |
8,401 |
$0
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8,401 |
D |
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| Restricted Stock Unit |
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11/01/2016 |
|
A |
|
6,994 |
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Common Stock |
6,994 |
$0
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6,994 |
D |
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| Phantom Stock |
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11/01/2016 |
|
A |
|
662 |
|
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Common Stock |
662 |
$0
|
662 |
D |
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| Stock Appreciation Right |
$19.46
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11/01/2016 |
|
A |
|
3,516 |
|
|
02/08/2022 |
Common Stock |
3,516 |
$0
|
3,516 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Pingping Liu, Power of Attorney |
11/03/2016 |
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** 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 Number. |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Shella Ng, Pingping
Liu, Ruonan You and M. Gayle Hobson signing singly, the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Yum China Holdings, Inc.
(the ?Company?), Form 144 in under Rule 144 of the Securities Act of 1933 and
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 144, 3, 4,
or 5, complete and execute any amendment or amendments thereto, and timely
file such form with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.
This Power of Attorney shall remain in full force and effect until the
undersigned no longer is required to file Forms 144, 3, 4, and 5 and with
respect to the undersigned?s holdings of and transactions in securities issued
by the Company unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact, except, however, that M. Gayle
Hobson will no longer be appointed attorney-in-fact under this Power of
Attorney as of November 1, 2016.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of September, 2016.
/s/Paul A. Hill
