Sec Form 4 Filing - Cohen Harold M @ POPEYES LOUISIANA KITCHEN, INC. - 2017-03-27

FORM 4 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 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(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Cohen Harold M 2. Issuer Name and Ticker or Trading Symbol POPEYES LOUISIANA KITCHEN, INC. [ PLKI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) AFC ENTERPRISES, INC., 400 PERIMETER CENTER TERRACE, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2017 (Street) ATLANTA, GA30346 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/27/2017 D( 1 )( 2 ) 12,289 ( 1 ) ( 2 ) D $ 79 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Option (Right to Buy) $ 34.75 03/27/2017 D( 3 ) 1,314 ( 3 ) 04/05/2020 Common Stock 1,314 $ 0 0 D Stock Option (Right to Buy) $ 41.66 03/27/2017 D( 3 ) 5,244 ( 3 ) 04/05/2021 Common Stock 5,244 $ 0 0 D Stock Option (Right to Buy) $ 59.75 03/27/2017 D( 3 ) 3,539 ( 3 ) 04/05/2022 Common Stock 3,539 $ 0 0 D Stock Option (Right to Buy) $ 52.91 03/27/2017 D( 3 ) 5,311 ( 3 ) 04/05/2023 Common Stock 5,311 $ 0 0 D Stock Unit (Contingent Right to Common Shares) $ 0 03/27/2017 D( 4 ) 2,102 ( 4 ) 03/27/2017 Common Stock 2,102 $ 0 0 D PSU $ 0 03/27/2017 A( 5 ) 7,084 ( 5 ) 03/27/2017 Common Stock 7,084 $ 0 7,084 D PSU $ 0 03/27/2017 D( 5 ) 7,084 ( 5 ) 03/27/2017 Common Stock 7,084 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Harold M AFC ENTERPRISES, INC. 400 PERIMETER CENTER TERRACE, SUITE 1000 ATLANTA, GA30346 General Counsel Signatures Peter H. Ward under Power of Attorney for Harold M. Cohen 03/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of March 27, 2017, Issuer was acquired in a cash tender by an indirect subsidiary of Restaurant Brands International Inc. at a purchase price of $79 per share (the "Tender Offer"), as described more fully in the Schedule 14D-9 filed by the Issuer on February 27, 2017 and as subsequently supplemented and amended. All dispositions by Reporting Person in the Tender Offer were approved in advance by Issuer's Board of Directors. ( 2 )Issuer outstanding unvested restricted stock units ("RSA's") became fully vested under the terms of the Tender Offer and all vested RSA's were then converted into the $79 per share cash consideration. Performance share units ("PSU's") that were awarded because the Compensation Committee of the Board of Directors had determined the achievement of performance goals but remained subject to time vesting became vested on March 27, 2017 and were converted into the Tender Offer $79 cash consideration. ( 3 )Under the terms of the Tender Offer, Issuer outstanding stock options, if not yet vested became vested, and all Issuer stock options were converted into cash consideration at the amount of the difference between the exercise price of the option and the Tender Offer price of $79 per share. ( 4 )Issuer outstanding unvested restricted stock units ("RSU's") became fully vested under the terms of the Tender Offer and all vested RSU's were then converted into the $79 per share cash consideration in connection with the Tender Offer. ( 5 )Under the terms of The Tender Offer, PSU's previously awarded but where the Compensation Committee of the Board of Directors had not yet determined the fulfillment of the performance criteria (therefore, not yet reported on a Form 4) were deemed to have been earned and became immediately vested. These accelerated PSU's were then converted into the $79 per share cash consideration in connection with the Tender Offer.

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.