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YANG WILLIAM WANG

Date Filed : Nov 12, 2019

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X0306 4 2019-11-12 0001673358 Yum China Holdings, Inc. YUMC 0001713245 Yang William Wang 48/F CHINA WORLD TOWER 3 NO 1 JIAN GUO MEN WAI AVENUE BEIJING F4 100040 CHINA true Common Stock, par value $0.01 26731 D Common Stock, par value $0.01 16364778 I See Footnote Warrant 1 30.716 2017-01-09 2021-11-01 Common Stock, par value $0.01 per share 7471829.51 7471829.51 I See Footnote Warrant 2 38.396 2017-01-09 2021-11-01 Common Stock, par value $0.01 per share 7471829.51 7471829.51 I See Footnote Pre-paid Forward Transaction Common Stock, par value $0.01 per share 3400000 3400000 I See Footnote Pre-paid Forward Transaction Common Stock, par value $0.01 per share 3000000 3000000 I See Footnote Pre-paid Forward Transaction 2019-11-12 4 J 0 1071829.51 A Common Stock, par value $0.01 per share 1071829.51 1071829.51 I See Footnote 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. 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. 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. 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. 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. The Reporting Person disclaims beneficial ownership of the securities and derivative instruments held directly by Pollos Investment and Pollos Upside, 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 Securities Exchange Act of 1934 or for any other purpose. /s/ Patrick W.D. Turley, Attorney-in-Fact 2019-11-12
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