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UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-K/A


(Amendment No. 1)


þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 27, 2015


OR


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from        to


Commission file number 000-32369





Popeyes Louisiana Kitchen, Inc.


Minnesota58-2016606(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)400 Perimeter Center Terrace, Suite 100030346Atlanta, Georgia(Zip Code)(Address of principal executive offices)


Registrant’s telephone number, including area code:


(404) 459-4450


Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each className of each exchange on which registeredCommon stock, $0.01 par value per shareNASDAQ Global Market


Securities registered pursuant to Section 12(g) of the Exchange Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ̈ No þ


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ̈ No þ


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. þ


Indicate by check mark whether the registrant has submitted electronically and posted to its web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to post such files).    Yes þ No  ̈


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerþAccelerated fileroNon-accelerated fileroSmaller reporting companyo(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act rule 12b-2).    Yes  ̈ No þ


As of July 10, 2015 (the last business day of the registrant’s second quarter for 2015), the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant, based on the closing sale price as reported on the NASDAQ Global Market System, was approximately $1,359,421,000.


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


ClassOutstanding at January 22, 2016Common stock, $0.01 par value per share22,450,717 shares


Documents incorporated by reference: Portions of our 2015 Proxy Statement are incorporated herein by reference in Part III of this Annual Report.





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EXPLANATORY NOTE


The sole purpose of this Amendment No.1 on Form 10-K/A (the “Amendment”) to the Company's Annual Report on Form 10-K for the fiscal year ended December 27, 2015, which was originally filed with the Securities and Exchange Commission on February 23, 2016 (“the Original Filing”), is to include the following exhibit:





ExhibitNumberDescription23.1Consent of PricewaterhouseCoopers LLP.


The Company had in its possession an executed copy of Exhibit 23.1, dated as of the date of the Original Filing, at the time of such filing; however, Exhibit 23.1 was inadvertently omitted from the Original Filing.  The sole purpose of this Amendment is to correct this inadvertent omission of the consent from the Original Filing.


This Amendment speaks as of the date of the Original Filing. Except as noted herein, the Amendment does not modify or update in any way disclosures made in the Original Filing (other than to include Exhibit 23.1 as described above), or reflect events that may have occurred subsequent to the Original Filing.


This Amendment contains only the exhibit to the Original Filing that is being corrected and new certifications pursuant to Sections 302 and 1350 of the Sarbanes-Oxley Act of 2002. Unaffected parts or exhibits of the Original Filing are not included herein.  Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time of the Original Filing.








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EXHIBIT INDEX





ExhibitNumberDescription23.1Consent of PricewaterhouseCoopers LLP.31.1Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


























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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 18th day of May 2016.


POPEYES LOUISIANA KITCHEN, INC.By:/s/  CHERYLA. BACHELDERCheryl A. BachelderChief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





SignatureTitle(s)Date/s/ CHERYL A. BACHELDERChief Executive Officer(PrincipalExecutive Officer)Cheryl A. BachelderMay 18, 2016/s/ WILLIAM P. MATTChief Financial Officer(Principal Financial Officer)William P. MattMay 18, 2016/s/ PAUL F. MARSDENChief Accounting Officer (Principal Accounting Officer)Paul F. MarsdenMay 18, 2016





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