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Filing Details

Accession Number:: 0001209191-19-033488
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-30 17:23:51
Reporting Period:: 2019-05-28

Accepted Time:: 2019-05-30 17:23:51
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
1552282	E. Jose Cil	130 King Street West Suite 300 Toronto A6 M5X 1E1	Chief Executive Officer	No	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
Common Shares	Acquisiton	2019-05-28	37,808	$18.25	558,889	No	4	M	Direct
Common Shares	Acquisiton	2019-05-28	150,000	$18.25	708,889	No	4	M	Direct
Common Shares	Acquisiton	2019-05-28	29,325	$27.28	738,214	No	4	M	Direct
Common Shares	Acquisiton	2019-05-28	7,085	$27.28	745,299	No	4	M	Direct
Common Shares	Disposition	2019-05-28	127,557	$68.28	617,742	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Option (right to buy)	Disposition	2019-05-28	37,808	$0.00	37,808	$18.25
Common Shares	Option (right to buy)	Disposition	2019-05-28	150,000	$0.00	150,000	$18.25
Common Shares	Option (right to buy)	Disposition	2019-05-28	29,325	$0.00	29,325	$27.28
Common Shares	Option (right to buy)	Disposition	2019-05-28	7,085	$0.00	7,085	$27.28

Remaning Holdings	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
29,326	2024-03-06	No	4	M	Direct
172,915	2024-03-06	No	4	M	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Shares	Exchangeable units	$0.00			105,758	105,758	Direct
Common Shares	Option (right to buy)	$42.26	2019-12-31	2025-03-05	35,967	35,967	Direct
Common Shares	Option (right to buy)	$42.26	2020-03-06	2025-03-05	166,667	166,667	Direct
Common Shares	Restricted Share Units	$0.00			35,640	35,640	Direct
Common Shares	Dividend Equivalent Rights	$0.00			2,441	2,441	Direct
Common Shares	Option (right to buy)	$33.67	2021-02-26	2026-02-25	125,000	125,000	Direct
Common Shares	Restricted Share Units	$0.00			16,694	16,694	Direct
Common Shares	Dividend Equivalent Rights	$0.00			888	888	Direct
Common Shares	Restricted Share Units	$0.00			15,894	15,894	Direct
Common Shares	Dividend Equivalent Rights	$0.00			634	634	Direct
Common Shares	Performance Share Units	$0.00	2023-02-23	2023-02-23	222,200	222,200	Direct
Common Shares	Dividend Equivalent Rights	$0.00			8,839	8,839	Direct
Common Shares	Restricted Share Units	$0.00			14,363	14,363	Direct
Common Shares	Dividend Equivalent Rights	$0.00			110	110	Direct
Common Shares	Performance Share Units	$0.00	2024-02-22	2024-02-22	275,000	275,000	Direct
Common Shares	Dividend Equivalent Rights	$0.00			2,101	2,101	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	105,758	105,758	Direct
2025-03-05	35,967	35,967	Direct
2025-03-05	166,667	166,667	Direct
	35,640	35,640	Direct
	2,441	2,441	Direct
2026-02-25	125,000	125,000	Direct
	16,694	16,694	Direct
	888	888	Direct
	15,894	15,894	Direct
	634	634	Direct
2023-02-23	222,200	222,200	Direct
	8,839	8,839	Direct
	14,363	14,363	Direct
	110	110	Direct
2024-02-22	275,000	275,000	Direct
	2,101	2,101	Direct

Footnotes

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.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $68.20 to $68.68 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.
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.
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 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.
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 ("2018 PBRSUs") granted to the Reporting Person. The 2018 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.
These dividend equivalent rights accrued on the 2018 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 PBRSUs to which they relate.
These restricted share units vest on December 31, 2023.
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.
The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and will vest 100% on February 22, 2024, 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 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate.