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Filing Details

Accession Number:
0001209191-19-011384
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-02-19 21:04:03
Reporting Period:
2019-02-14
Accepted Time:
2019-02-19 21:04:03
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
1574957 Alexandre Macedo 130 King Street West
Suite 300
Toronto A6 M5X 1E1
President,tim Hortons 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 2019-02-14 16,438 $18.25 103,773 No 4 M Direct
Common Shares Acquisiton 2019-02-14 200,000 $18.25 303,773 No 4 M Direct
Common Shares Acquisiton 2019-02-14 29,325 $27.28 333,098 No 4 M Direct
Common Shares Disposition 2019-02-14 141,964 $63.90 191,134 No 4 S Direct
Common Shares Disposition 2019-02-14 50,000 $63.81 141,134 No 4 S Direct
Common Shares Acquisiton 2019-02-19 45,000 $64.73 186,134 No 4 P 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 S Direct
No 4 P Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Shares Option (right to buy) Disposition 2019-02-14 16,438 $0.00 16,438 $18.25
Common Shares Option (right to buy) Disposition 2019-02-14 200,000 $0.00 200,000 $18.25
Common Shares Option (right to buy) Disposition 2019-02-14 29,325 $0.00 29,325 $27.28
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2023-02-28 No 4 M Direct
0 2023-02-28 No 4 M Direct
0 2024-03-06 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 41,691 41,691 Direct
Common Shares Option (right to buy) $27.28 2019-03-07 2024-03-06 100,000 100,000 Direct
Common Shares Option (right to buy) $42.26 2019-12-31 2025-03-05 33,128 33,128 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 28,215 28,215 Direct
Common Shares Dividend Equivalent Rights $0.00 1,704 1,704 Direct
Common Shares Option (right to buy) $33.67 2021-02-26 2026-02-25 100,000 100,000 Direct
Common Shares Restricted Share Units $0.00 11,006 11,006 Direct
Common Shares Dividend Equivalent Rights $0.00 498 498 Direct
Common Shares Restricted Share Units $0.00 8,555 8,555 Direct
Common Shares Dividend Equivalent Rights $0.00 274 274 Direct
Common Shares Performance Share Units $0.00 2023-02-23 2023-02-23 200,000 200,000 Direct
Common Shares Dividend Equivalent Rights $0.00 6,396 6,396 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
41,691 41,691 Direct
2024-03-06 100,000 100,000 Direct
2025-03-05 33,128 33,128 Direct
2025-03-05 100,000 100,000 Direct
28,215 28,215 Direct
1,704 1,704 Direct
2026-02-25 100,000 100,000 Direct
11,006 11,006 Direct
498 498 Direct
8,555 8,555 Direct
274 274 Direct
2023-02-23 200,000 200,000 Direct
6,396 6,396 Direct
Footnotes
  1. The Reporting Person sold only the portion of the shares issued upon exercise of the options necessary to pay the option exercise price and applicable taxes.
  2. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.72 to $64.21 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.
  3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.77 to $63.92 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. Reflects purchases made to correct an inadvertent sale in order to satisfy the Reporting Person's holding requirements. As reflected in footnotes 2 and 3 above and footnote 5 below, the lowest purchase price for any of the shares purchased was higher than the highest sales price of any of the shares sold as reported in this Form 4, and therefore no profit was derived from the transactions.
  5. Represents the weighted average price of the shares purchased. The prices of the shares purchased pursuant to the transaction ranged from $64.52 to $64.78 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 purchased at each separate price.
  6. 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.
  7. These options are immediately exercisable.
  8. Each restricted share unit represents a contingent right to receive one common share.
  9. These restricted share units vest on December 31, 2020.
  10. Each whole dividend equivalent right represents a contingent right to receive one common share.
  11. These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividendsare 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 the2016 RSUs to which they relate.
  12. These restricted share units vest on December 31, 2021.
  13. These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividendsare 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 the2017 RSUs to which they relate.
  14. These restricted share units vest on December 31, 2022.
  15. 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.
  16. 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.
  17. 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.
  18. 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.