Filing Details

Accession Number:
0001209191-17-058701
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-11-01 21:02:22
Reporting Period:
2017-10-30
Accepted Time:
2017-11-01 21:02:22
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1618756 Restaurant Brands International Inc. QSR () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1551400 S Daniel Schwartz 226 Wyecroft Road
Oakville A6 L6K 3X7
Chief Executive Officer Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Shares Acquisiton 2017-10-30 848,420 $3.54 886,272 No 4 M Direct
Common Shares Acquisiton 2017-10-30 211,658 $3.54 1,097,930 No 4 M Direct
Common Shares Acquisiton 2017-10-30 498,896 $3.97 1,596,826 No 4 M Direct
Common Shares Disposition 2017-10-30 706,676 $64.49 890,150 No 4 S Direct
Common Shares Acquisiton 2017-10-31 4,178 $3.97 894,328 No 4 M Direct
Common Shares Disposition 2017-10-31 1,906 $64.56 892,422 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 S Direct
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Shares Option (right to buy) Disposition 2017-10-30 848,420 $0.00 848,420 $3.54
Common Shares Option (right to buy) Disposition 2017-10-30 211,658 $0.00 211,658 $3.54
Common Shares Option (right to buy) Disposition 2017-10-30 498,896 $0.00 498,896 $3.97
Common Shares Option (right to buy) Disposition 2017-10-31 4,178 $0.00 4,178 $3.97
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2021-02-02 No 4 M Direct
0 2022-02-20 No 4 M Direct
4,178 2022-02-28 No 4 M Direct
0 2022-02-28 No 4 M Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Shares Exchangeable units $0.00 137,996 137,996 Direct
Common Shares Option (right to buy) $18.25 2017-12-31 2023-02-28 46,575 46,575 Direct
Common Shares Option (right to buy) $18.25 2018-03-01 2023-02-28 500,000 500,000 Direct
Common Shares Option (right to buy) $27.28 2018-12-31 2024-03-06 95,307 95,307 Direct
Common Shares Option (right to buy) $27.28 2019-03-07 2024-03-06 400,000 400,000 Direct
Common Shares Option (right to buy) $42.26 2019-12-31 2025-03-05 82,820 82,820 Direct
Common Shares Option (right to buy) $42.26 2020-03-06 2025-03-05 333,333 333,333 Direct
Common Shares Restricted Share Units $0.00 57,915 57,915 Direct
Common Shares Dividend Equivalent Rights $0.00 1,395 1,395 Direct
Common Shares Option (right to buy) $33.67 2021-02-26 2026-02-25 250,000 250,000 Direct
Common Shares Restricted Share Units $0.00 26,850 26,850 Direct
Common Shares Dividend Equivalent Rights $0.00 253 253 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
137,996 137,996 Direct
2023-02-28 46,575 46,575 Direct
2023-02-28 500,000 500,000 Direct
2024-03-06 95,307 95,307 Direct
2024-03-06 400,000 400,000 Direct
2025-03-05 82,820 82,820 Direct
2025-03-05 333,333 333,333 Direct
57,915 57,915 Direct
1,395 1,395 Direct
2026-02-25 250,000 250,000 Direct
26,850 26,850 Direct
253 253 Direct
Footnotes
  1. The Reporting Person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes. The sales occurred pursuant to an existing Rule 10b5-1 plan previously adopted by the Reporting Person.
  2. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $64.15 to $65.05 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. The Reporting Person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes. The sales occurred pursuant to an existing Rule 10b5-1 plan previously adopted by the Reporting Person.
  3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $64.45 to $64.60 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. The Reporting Person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes. The sales occurred pursuant to an existing Rule 10b5-1 plan previously adopted by the Reporting Person.
  4. On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). Pursuant to the Reporting Person's election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into one Restaurant Brands International Limited Partnership exchangeable unit.
  5. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after the one year anniversary of the Merger, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
  6. These options are immediately exercisable.
  7. Each restricted share unit represents a contingent right to receive one common share.
  8. These restricted share units vest on December 31, 2020.
  9. Each whole dividend equivalent right represents a contingent right to receive one common share.
  10. These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate.
  11. These restricted share units vest on December 31, 2021.
  12. These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when andas dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate.