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Filing Details

Accession Number:
0001209191-19-031884
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-05-21 21:00:28
Reporting Period:
2019-05-17
Accepted Time:
2019-05-21 21:00:28
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 130 King Street West
Suite 300
Toronto A6 M5X 1E1
Executive Chairman 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 2019-05-17 407,697 $0.00 461,637 No 4 M Direct
Common Shares Acquisiton 2019-05-17 46,575 $18.25 508,212 No 4 M Direct
Common Shares Acquisiton 2019-05-17 500,000 $18.25 1,008,212 No 4 M Direct
Common Shares Acquisiton 2019-05-17 95,307 $27.28 1,103,519 No 4 M Direct
Common Shares Acquisiton 2019-05-17 400,000 $27.28 1,503,519 No 4 M Direct
Common Shares Disposition 2019-05-17 549,752 $67.72 953,767 No 4 S Direct
Common Shares Disposition 2019-05-17 492,130 $68.06 461,637 No 4 S Direct
Common Shares Disposition 2019-05-20 461,637 $0.00 0 No 4 G Direct
Common Shares Acquisiton 2019-05-20 461,637 $0.00 461,637 No 4 G Indirect By LLC
Common Shares Disposition 2019-05-20 461,637 $0.00 461,637 No 4 G Indirect By LLC
Common Shares Acquisiton 2019-05-20 461,637 $0.00 461,637 No 4 G Indirect By LLC
Common Shares Disposition 2019-05-20 435,923 $0.00 854,570 No 4 G Indirect By LLC
Common Shares Acquisiton 2019-05-20 435,923 $0.00 854,570 No 4 G Indirect By LLC
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 S Direct
No 4 S Direct
No 4 G Direct
No 4 G Indirect By LLC
No 4 G Indirect By LLC
No 4 G Indirect By LLC
No 4 G Indirect By LLC
No 4 G Indirect By LLC
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Shares Exchangeable units Disposition 2019-05-20 14,296 $0.00 14,296 $0.00
Common Shares Exchangeable units Acquisiton 2019-05-20 14,296 $0.00 14,296 $0.00
Common Shares Exchangeable units Disposition 2019-05-20 14,296 $0.00 14,296 $0.00
Common Shares Exchangeable units Acquisiton 2019-05-20 14,296 $0.00 14,296 $0.00
Common Shares Exchangeable units Disposition 2019-05-20 61,850 $0.00 61,850 $0.00
Common Shares Exchangeable units Acquisiton 2019-05-20 61,850 $0.00 61,850 $0.00
Common Shares Option (right to buy) Disposition 2019-05-17 46,575 $0.00 46,575 $18.25
Common Shares Option (right to buy) Disposition 2019-05-17 500,000 $0.00 500,000 $18.25
Common Shares Option (right to buy) Disposition 2019-05-17 95,307 $0.00 95,307 $27.28
Common Shares Option (right to buy) Disposition 2019-05-17 400,000 $0.00 400,000 $27.28
Common Shares Option (right to buy) Disposition 2019-05-20 416,153 $0.00 416,153 $42.26
Common Shares Option (right to buy) Acquisiton 2019-05-20 416,153 $0.00 416,153 $42.26
Common Shares Option (right to buy) Disposition 2019-05-20 416,153 $0.00 416,153 $42.26
Common Shares Option (right to buy) Acquisiton 2019-05-20 416,153 $0.00 416,153 $42.26
Common Shares Restricted Share Units Disposition 2019-05-17 57,915 $0.00 57,915 $0.00
Common Shares Dividend Equivalent Rights Disposition 2019-05-17 3,967 $0.00 3,967 $0.00
Common Shares Option (right to buy) Disposition 2019-05-20 250,000 $0.00 250,000 $33.67
Common Shares Option (right to buy) Acquisiton 2019-05-20 250,000 $0.00 250,000 $33.67
Common Shares Option (right to buy) Disposition 2019-05-20 250,000 $0.00 250,000 $33.67
Common Shares Option (right to buy) Acquisiton 2019-05-20 250,000 $0.00 250,000 $33.67
Common Shares Restricted Share Units Disposition 2019-05-17 26,850 $0.00 26,850 $0.00
Common Shares Dividend Equivalent Rights Disposition 2019-05-17 1,428 $0.00 1,428 $0.00
Common Shares Restricted Share Units Disposition 2019-05-17 29,594 $0.00 29,594 $0.00
Common Shares Dividend Equivalent Rights Disposition 2019-05-17 1,180 $0.00 1,180 $0.00
Common Shares Performance Share Units Disposition 2019-05-17 252,500 $0.00 252,500 $0.00
Common Shares Dividend Equivalent Rights Disposition 2019-05-17 10,044 $0.00 10,044 $0.00
Common Shares Restricted Share Units Disposition 2019-05-17 24,035 $0.00 24,035 $0.00
Common Shares Dividend Equivalent Rights Disposition 2019-05-17 184 $0.00 184 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 G Direct
14,296 No 4 G Indirect
14,296 No 4 G Indirect
14,296 No 4 G Indirect
123,700 No 4 G Indirect
123,700 No 4 G Indirect
0 2023-02-28 No 4 M Direct
0 2023-02-28 No 4 M Direct
0 2024-03-06 No 4 M Direct
0 2024-03-06 No 4 M Direct
0 2025-03-05 No 4 G Direct
416,153 2025-03-05 No 4 G Indirect
416,153 2025-03-05 No 4 G Indirect
416,153 2025-03-05 No 4 G Indirect
0 No 4 M Direct
0 No 4 M Direct
0 2021-02-26 2026-02-25 No 4 G Direct
250,000 2021-02-26 2026-02-25 No 4 G Indirect
250,000 2021-02-26 2026-02-25 No 4 G Indirect
250,000 2021-02-26 2026-02-25 No 4 G Indirect
0 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
0 2023-02-23 2023-02-23 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
0 No 4 M Direct
Footnotes
  1. The award agreements underlying the Reporting Person's restricted share unit awards were modified to provide that the reported restricted share units and the associated dividend equivalent rights were settled into an equal number of restricted shares. The restricted shares will vest upon the same terms as the applicable restricted share units from which they settled, as described in the accompanying footnotes below.
  2. Approximately 75% of the proceeds from the reported sales were used to pay the exercise price of the options exercised, taxes on the gain from the sale of shares and taxes on the settlement of the restricted share units and performance share units.
  3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $67.46 to $67.90 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 $67.90 to $68.56 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. The Reporting Person gifted these securities to Miami Restaurant Holdings, LLC in an exempt transaction. The Reporting Person holds all voting and dispositive power for these securities.
  6. The securities are held by Miami Restaurant Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Miami Restaurant Holdings LLC except to the extent of his pecuniary interest therein.
  7. The Reporting Person gifted all of the equity interests in Miami Restaurant Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction.
  8. The Reporting Person gifted a portion of the equity interests in Ameco Food Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction.
  9. The securities are held by Ameco Food Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco Food Holdings LLC except to the extent of his pecuniary interest therein.
  10. 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.
  11. These options are immediately exercisable.
  12. These options vest in accordance with the following schedule: 82,820 vest on December 31, 2019 and 333,333 vest on March 6, 2020.
  13. Each restricted share unit represents a contingent right to receive one restricted common share.
  14. These restricted share units vest on December 31, 2020.
  15. Each whole dividend equivalent right represents a contingent right to receive one restricted common share.
  16. 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.
  17. These restricted share units vest on December 31, 2021.
  18. 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.
  19. These restricted share units vest on December 31, 2022.
  20. 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.
  21. The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs had 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.
  22. 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.
  23. These restricted share units vest on December 31, 2023.
  24. These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue whenand as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement andexpiration upon the same terms as the 2019 RSUs to which they relate.