Filing Details

Accession Number:
0001209191-18-014221
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-02-27 18:41:39
Reporting Period:
2018-02-23
Accepted Time:
2018-02-27 18:41:39
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
1574954 Heitor Goncalves 226 Wyecroft Road
Oakville A6 L6K 3X7
See Remarks No 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 2018-02-23 3,080 $58.44 120,963 No 4 A Direct
Common Shares Acquisiton 2018-02-23 172,700 $3.54 293,663 No 4 M Direct
Common Shares Disposition 2018-02-23 78,363 $59.23 215,300 No 4 S Direct
Common Shares Acquisiton 2018-02-26 117,304 $3.54 332,604 No 4 M Direct
Common Shares Disposition 2018-02-26 53,249 $59.04 279,355 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A 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 2018-02-23 172,700 $0.00 172,700 $3.54
Common Shares Option (right to buy) Disposition 2018-02-26 117,304 $0.00 117,304 $3.54
Common Shares Restricted Share Units Acquisiton 2018-02-23 10,266 $0.00 10,266 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
176,069 2021-02-02 No 4 M Direct
58,765 2021-02-02 No 4 M Direct
10,266 No 4 A Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Shares Exchangeable units $0.00 107,478 107,478 Direct
Common Shares Option (right to buy) $3.54 2022-02-20 177,791 177,791 Direct
Common Shares Option (right to buy) $18.25 2023-02-28 30,136 30,136 Direct
Common Shares Option (right to buy) $18.25 2018-03-01 2023-02-28 100,000 100,000 Direct
Common Shares Option (right to buy) $27.28 2018-12-31 2024-03-06 41,788 41,788 Direct
Common Shares Option (right to buy) $27.28 2019-03-07 2024-03-06 80,000 80,000 Direct
Common Shares Option (right to buy) $42.26 2019-12-31 2025-03-05 32,418 32,418 Direct
Common Shares Option (right to buy) $42.26 2020-03-06 2025-03-05 100,000 100,000 Direct
Common Shares Restricted Share Units $0.00 29,700 29,700 Direct
Common Shares Dividend Equivalent Rights $0.00 818 818 Direct
Common Shares Option (right to buy) $33.67 2021-02-26 2026-02-26 150,000 150,000 Direct
Common Shares Restricted Share Units $0.00 14,192 14,192 Direct
Common Shares Dividend Equivalent Rights $0.00 182 182 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
107,478 107,478 Direct
2022-02-20 177,791 177,791 Direct
2023-02-28 30,136 30,136 Direct
2023-02-28 100,000 100,000 Direct
2024-03-06 41,788 41,788 Direct
2024-03-06 80,000 80,000 Direct
2025-03-05 32,418 32,418 Direct
2025-03-05 100,000 100,000 Direct
29,700 29,700 Direct
818 818 Direct
2026-02-26 150,000 150,000 Direct
14,192 14,192 Direct
182 182 Direct
Footnotes
  1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2017 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2017 net bonus to purchase common shares at a purchase price of $58.44 per share ("Investment Shares").
  2. Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 13 below pursuant to the Issuer's 2017 Bonus Swap Program is calculated based on, the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2018.
  3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $59.00 to $59.55 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.
  4. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $59.00 to $59.68 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.
  5. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, 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 certaincircumstances). 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 andas 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.
  13. The Issuer granted the 2018 restricted share units ("2018 RSUs") to the Reporting Person pursuant to the Issuer's 2017 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2017 net bonus to purchase Investment Shares and received a matching grant of 2018 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $58.44 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 5,133 of the 2018 RSUs and a proportionate number of the remaining 2018 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the 2018 RSUs.
  14. These restricted share units vest on December 31, 2022.