| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/02/2016 |
3. Issuer Name and Ticker or Trading Symbol
Yum China Holdings, Inc. [ YUMC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 11/02/2016 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.01 per share | 17,064,172.74(1) | I | See footnote(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Stock Adjustment | (1) | (1) | Common Stock, par value $0.01 per share | 3,199,532.395(1) | 0.01(1) | I | See footnote(2) |
| Warrant 1 | (3) | 11/01/2021 | Common Stock, par value $0.01 per share | 7,339,429.138(4) | 31.339(5) | I | See footnote(2) |
| Warrant 1 Adjustment | (4) | (4) | Common Stock, par value $0.01 per share | 139,767.266(4) | (4)(5) | I | See footnote(2) |
| Warrant 2 | (3) | 11/01/2021 | Common Stock, par value $0.01 per share | 7,339,429.138(6) | 39.174(7) | I | See footnote(2) |
| Warrant 2 Adjustment | (6) | (6) | Common Sotck, par value $0.01 per share | 139,767.266(6) | (6)(7) | I | See footnote(2) |
| Explanation of Responses: |
| 1. Up to 2,326,932.642 shares of common stock held by Pollos Investment L.P. ("Pollos Investment") are subject to return to Yum China Holdings, Inc. (the "Company") for the par value thereof in a post-closing adjustment as set forth in Section 2.4(b) of the Investment Agreement dated September 1, 2016 among YUM! Brands, Inc., the Company and Pollos Investment, filed as Exhibit 10.11 to the Company's Amended Form 10 filed on September 16, 2016 (the "Investment Agreement") if the Company's Adjusted VWAP Price Per Share (as defined in the Investment Agreement) during the period December 2, 2016 through December 31, 2016 (the "Measurement Period") exceeds $24.027 per share (the "Closing Price"). Pollos Investment may be issued up to 3,199,532.395 additional shares of common stock at par value through post-closing adjustments as set forth in Section 2.4(c) of the Investment Agreement if the Company's Adjusted VWAP Price Per Share during the Measurement Period is less than the Closing Price. |
| 2. These securities are held directly by Pollos Investment, the limited partnership interests of which are ultimately owned by a private fund ("Fund") for which an affiliate of the Reporting Person is special limited partner ("Special Limited Partner") and has a contingent right to receive a performance fee. The Reporting Person is a shareholder of the Special Limited Partner's parent company (the "Parent Company") and may be deemed to have pecuniary interest through his indirect entitlement to receive a share of any Fund performance fee. The Reporting Person disclaims beneficial ownership of the securities and derivative instruments held directly by Pollos Investment, except to the extent of his pecuniary interest, if any, in such securities or instruments as a result of his interest in the Parent Company, and the inclusion of these in this form shall not otherwise be deemed an admission of beneficial ownership for purposes of Section 16 of the 1934 Act or for any other purpose. |
| 3. The warrants are exercisable immediately upon issuance. The warrants will be issued within ten business days of the end of the Measurement Period (no later than January 13, 2017). |
| 4. The number of shares of common stock issuable under Warrant 1 (as defined in the Investment Agreement) is subject to a post-closing increase within ten business days of the end of the Measurement Period of up to 139,767.266 shares or a post-closing decrease of up to 100,803.314 shares as set forth in Section 2.4(d) of the Investment Agreement based on the changes to the number of shares of common stock issued by the Company after giving effect to the adjustments in shares of common stock issued to Pollos Investment, as described in Sections 2.4(b) and 2.4(c) of the Investment Agreement, and to API (Hong Kong) Investment Limited ("API"), as described in Sections 2.4(b) and 2.4(c) of that certain Investment Agreement dated September 1, 2016 among YUM! Brands, Inc., the Company and API, filed as Exhibit 10.12 to the Company's Amended Form 10 filed on September 16, 2016 (the "API Investment Agreement"). |
| 5. The exercise price per share of common stock pursuant Warrant 1 is equal to $12,000,000,000 divided by the number of shares of common stock of the Company outstanding as of November 1, 2016, as adjusted to reflect the adjustments pursuant to Sections 2.4(b) and 2.4(c) of both the Investment Agreement and the API Investment Agreement. Accordingly, such exercise price is subject to downward adjustment to the extent that additional shares of common stock are issued under the Section 2.4(c) of each of the Investment Agreement and the API Investment Agreement. As adjusted, the exercise price will be between $31.048 and $31.555 per share. |
| 6. The number of shares of common stock issuable under Warrant 2 (as defined in the Investment Agreement) is subject to a post-closing increase within ten business days of the end of the Measurement Period of up to 139,767.266 shares or a post-closing decrease of up to 100,803.314 shares as set forth in Section 2.4(d) of the Investment Agreement based on the changes to the number of shares of common stock issued by the Company after giving effect to the adjustments in shares of common stock issued to Pollos Investment, as described in Sections 2.4(b) and 2.4(c) of the Investment Agreement, and to API, as described in Sections 2.4(b) and 2.4(c) of the API Investment Agreement. |
| 7. The exercise price per share of common stock pursuant to Warrant 2 is equal to $15,000,000,000 divided by the number of shares of common stock of the Company outstanding as of November 1, 2016, as adjusted to reflect the adjustments pursuant to Sections 2.4(b) and 2.4(c) of both the Investment Agreement and the API Investment Agreement. Accordingly, such exercise price is subject to downward adjustment to the extent that additional shares of common stock are issued under the Section 2.4(c) of each of the Investment Agreement and the API Investment Agreement. As adjusted, the exercise price will be between $38.811 and $39.443 per share. |
| Remarks: |
| This amendment to the Initial Statement of Beneficial Ownership of Securities on Form 3, filed with the Securities and Exchange Commission on November 2, 2016, is being filed to correct the original Form 3 filing by adding securities and derivatives held indirectly by the Reporting Person. This amendment includes a power of attorney for the Reporting Person, attached as an exhibit hereto. File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. |
| /s/ Martin Nussbaum, Attorney-in-Fact | 11/14/2016 | |
| ** 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 5 (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
I, Fred Zuliu Hu, hereby appoint Dechert LLP, as my recognized representative and true and lawful attorney-in-fact to make, execute, sign, acknowledge and file as necessary Form ID "authentication documentation", Section 13 and Section 16 filings, as well as any amendments to the foregoing.
This is the only power granted by this Power of Attorney. This Power of Attorney applies to all future Section 13 and Section 16 filings and any amendments to the foregoing. This Power of Attorney is revocable by the client at any time. Third parties receiving a duly executed copy, a copy uploaded in text or html format or facsimile of this Power of Attorney may rely upon this Power of Attorney.
In witness whereof this power of attorney has been executed as a deed by the client and is intended to be and is hereby delivered. Executed as a deed by:
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Client Name:
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Fred Zuliu Hu
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Signature:
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/s/ Fred Zuliu Hu
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Date:
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4 November 2016
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In the presence of:
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Witness:
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/s/ Ena Leung
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Name and Address:
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Ena Leung
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28/F 28 Hennessy Road
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Wan Chai, Hong Kong
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