4//SEC Filing
Yang William Wang 4
Accession 0000943663-19-000215
CIK 0001673358other
Filed
Nov 11, 7:00 PM ET
Accepted
Nov 12, 8:22 PM ET
Size
16.1 KB
Accession
0000943663-19-000215
Insider Transaction Report
Form 4
Yang William Wang
Director
Transactions
- Other
Pre-paid Forward Transaction
2019-11-12+1,071,829.51→ 1,071,829.51 total(indirect: See Footnote)→ Common Stock, par value $0.01 per share (1,071,829.51 underlying)
Holdings
- 7,471,829.51(indirect: See Footnote)
Warrant 1
Exercise: $30.72From: 2017-01-09Exp: 2021-11-01→ Common Stock, par value $0.01 per share (7,471,829.51 underlying) - 7,471,829.51(indirect: See Footnote)
Warrant 2
Exercise: $38.40From: 2017-01-09Exp: 2021-11-01→ Common Stock, par value $0.01 per share (7,471,829.51 underlying) - 3,400,000(indirect: See Footnote)
Pre-paid Forward Transaction
→ Common Stock, par value $0.01 per share (3,400,000 underlying) - 16,364,778(indirect: See Footnote)
Common Stock, par value $0.01
- 3,000,000(indirect: See Footnote)
Pre-paid Forward Transaction
→ Common Stock, par value $0.01 per share (3,000,000 underlying) - 26,731
Common Stock, par value $0.01
Footnotes (5)
- [F1]The common stock is held directly by Pollos Investment L.P. ("Pollos Investment") and the warrants are held directly by Pollos Upside L.P. ("Pollos Upside") and the Transaction (as defined below) was entered into by Pollos Upside. The limited partnership interests of both Pollos Investment and Pollos Upside 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 parent company of the general partner of the Special Limited Partner (the "Parent Company") and may be deemed to have pecuniary interest through his indirect entitlement to receive a share of any Fund performance fee.
- [F2]Pursuant to the formula set forth in Section 12 of each of Warrant 1 and Warrant 2, the exercise price and number of shares issuable under each of Warrant 1 and Warrant 2 has been adjusted to reflect dividends declared by Yum China Holdings, Inc.
- [F3]On October 31, 2019, Pollos Upside entered into a pre-paid forward transaction with an unaffiliated bank relating to a portion of Warrant 2 relating to 3,400,000 shares of common stock. On the settlement date, or subject to certain conditions, on demand of the counterparty, Pollos Upside will be obligated to deliver to such unaffiliated bank such portion of Warrant 2, relating to 3,400,000 shares of common stock, unless Pollos Upside elects, in certain cases, for net share settlement to apply. In exchange for assuming this obligation, Pollos Upside received a cash payment of $27,725,980 as of the date of entering into the transaction.
- [F4]On October 31, 2019, Pollos Upside entered into a pre-paid forward transaction with an unaffiliated bank relating to a portion of Warrant 2 relating to 3,000,000 shares of common stock. On the settlement date, or subject to certain conditions, on demand of the counterparty, Pollos Upside will be obligated to deliver to such unaffiliated bank such portion of Warrant 2, relating to 3,000,000 shares of common stock, unless Pollos Upside elects, in certain cases, for net share settlement or cash settlement to apply. In exchange for assuming this obligation, Pollos Upside received a cash payment of $24,464,100 as of the date of entering into the transaction.
- [F5]On November 12, 2019, Pollos Upside entered into a pre-paid forward transaction with an unaffiliated bank relating to a portion of Warrant 2 relating to 1,071,829.51 shares of common stock. On the settlement date, or subject to certain conditions, on demand of the counterparty, Pollos Upside will be obligated to deliver to such unaffiliated bank such portion of Warrant 2, relating to 1,071,829.51 shares of common stock, unless Pollos Upside elects, in certain cases, for net share settlement or cash settlement to apply. In exchange for assuming this obligation, Pollos Upside received a cash payment of $10,025,115.64 as of the date of entering into the transaction.
Documents
Issuer
Yum China Holdings, Inc.
CIK 0001673358
Entity typeother
Related Parties
1- filerCIK 0001713245
Filing Metadata
- Form type
- 4
- Filed
- Nov 11, 7:00 PM ET
- Accepted
- Nov 12, 8:22 PM ET
- Size
- 16.1 KB