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Filing Details

Accession Number:: 0001209191-18-056828
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-11-01 18:56:43
Reporting Period:: 2018-10-30

Accepted Time:: 2018-11-01 18:56:43
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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Disposition	2018-10-30	854,570	$0.00	46,730	No	5	G	Direct
Common Shares	Acquisiton	2018-10-30	854,570	$0.00	854,570	No	5	G	Indirect	By LLC
Common Shares	Disposition	2018-10-30	209,370	$0.00	854,570	No	4	S	Indirect	By LLC
Common Shares	Acquisiton	2018-10-30	209,370	$0.00	854,570	No	4	P	Indirect	By LLC
Common Shares	Disposition	2018-10-30	209,370	$0.00	854,570	No	4	S	Indirect	By LLC
Common Shares	Acquisiton	2018-10-30	209,370	$0.00	854,570	No	4	P	Indirect	By LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Direct
No	5	G	Indirect	By LLC
No	4	S	Indirect	By LLC
No	4	P	Indirect	By LLC
No	4	S	Indirect	By LLC
No	4	P	Indirect	By LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Exchangeable units	Disposition	2018-10-30	123,700	$0.00	123,700	$0.00
Common Shares	Exchangeable units	Acquisiton	2018-10-30	123,700	$0.00	123,700	$0.00
Common Shares	Exchangeable units	Disposition	2018-10-30	30,307	$0.00	30,307	$0.00
Common Shares	Exchangeable units	Acquisiton	2018-10-30	30,307	$0.00	30,307	$0.00
Common Shares	Exchangeable units	Disposition	2018-10-30	30,307	$0.00	30,307	$0.00
Common Shares	Exchangeable units	Acquisiton	2018-10-30	30,307	$0.00	30,307	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
14,296	No	5	G	Direct
123,700	No	5	G	Indirect
123,700	No	4	S	Indirect
123,700	No	4	P	Indirect
123,700	No	4	S	Indirect
123,700	No	4	P	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Shares	Option (right to buy)	$18.25		2023-02-28	46,575	46,575	Direct
Common Shares	Option (right to buy)	$18.25		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			2,972	2,972	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			974	974	Direct
Common Shares	Restricted Share Units	$0.00			29,594	29,594	Direct
Common Shares	Dividend Equivalent Rights	$0.00			685	685	Direct
Common Shares	Performance Share Units	$0.00	2023-02-23	2023-02-23	250,000	250,000	Direct
Common Shares	Dividend Equivalent Rights	$0.00			5,787	5,787	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
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
	2,972	2,972	Direct
2026-02-25	250,000	250,000	Direct
	26,850	26,850	Direct
	974	974	Direct
	29,594	29,594	Direct
	685	685	Direct
2023-02-23	250,000	250,000	Direct
	5,787	5,787	Direct

Footnotes

The Reporting Person gifted these securities to a limited liability company in an exempt transaction pursuant to Rule 16b-5 of the Exchange Act. The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. At the time of the gift, the Reporting Person and members of his immediate family held all of the equity interests in Ameco.
The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco except to the extent of his pecuniary interest therein.
The Reporting Person sold a portion of the equity interests in Ameco to a trust for the benefit of the Reporting Person's immediate family members for an aggregate price of $30,100,000.
A member of the Reporting Person's immediate family sold a portion of the equity interests in Ameco to a trust for the benefit of the Reporting Person and his immediate family members for an aggregate price of $30,100,000.
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 certain circumstances). This conversion right has no expiration date.
These options are immediately exercisable.
Each restricted share unit represents a contingent right to receive one common share.
These restricted share units vest on December 31, 2020.
Each whole dividend equivalent right represents a contingent right to receive one common share.
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.
These restricted share units vest on December 31, 2021.
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.
These restricted share units vest on December 31, 2022.
These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.
The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.
Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.
These dividend equivalent rights accrued on the PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the PBRSUs to which they relate.