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Filing Details

Accession Number:: 0000950170-24-020542
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-02-26 21:41:55
Reporting Period:: 2024-02-22

Accepted Time:: 2024-02-26 21:41:55
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1618756	Restaurant Brands International Inc.	QSR	Retail-Eating Places (5812)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1908102	Duncan Fulton	C/O Restaurant Brands International Inc. 5707 Blue Lagoon Drive Miami FL 33126	Chief Corporate Officer	No	No	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	2024-02-22	59,490	$0.00	87,596	No	4	M	Direct
Common Shares	Disposition	2024-02-22	31,845	$75.70	55,751	No	4	S	Direct
Common Shares	Acquisiton	2024-02-23	2,135	$75.29	57,886	No	4	A	Direct
Common Shares	Disposition	2024-02-26	32,500	$76.44	25,386	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	A	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	Performance Share Units	Disposition	2024-02-22	59,490	$0.00	59,490	$0.00
Common Shares	Restricted Share Units	Acquisiton	2024-02-23	9,608	$0.00	9,608	$0.00
Common Shares	Performance Share Units	Acquisiton	2024-02-23	19,833	$0.00	19,833	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2024-02-22	2024-02-22	No	4	M	Direct
9,608			No	4	A	Direct
19,833	2027-03-15	2027-03-15	No	4	A	Direct

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)	$63.64		2028-08-03	60,000	60,000	Direct
Common Shares	Option (Right to Buy)	$66.31	2025-02-21	2030-02-21	15,000	15,000	Direct
Common Shares	Restricted Share Units	$0.00			3,039	3,039	Direct
Common Shares	Performance Share Units	$0.00	2025-02-21	2025-02-21	28,879	28,879	Direct
Common Shares	Restricted Share Units	$0.00			1,855	1,855	Direct
Common Shares	Restricted Share Units	$0.00			6,015	6,015	Direct
Common Shares	Performance Share Units	$0.00	2025-02-25	2025-02-25	26,191	26,191	Direct
Common Shares	Restricted Share Units	$0.00			6,878	6,878	Direct
Common Shares	Performance Share Units	$0.00	2026-02-22	2026-02-22	22,458	22,458	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2028-08-03	60,000	60,000	Direct
2030-02-21	15,000	15,000	Direct
	3,039	3,039	Direct
2025-02-21	28,879	28,879	Direct
	1,855	1,855	Direct
	6,015	6,015	Direct
2025-02-25	26,191	26,191	Direct
	6,878	6,878	Direct
2026-02-22	22,458	22,458	Direct

Footnotes

On February 22, 2024, 59,489.9963 of the Reporting Person's performance based restricted share units vested.
Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.
The reported shares were sold in Canadian dollars at a price of CAD$102.14 per share. The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date.
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 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of CAD $101.60 per share ("Investment Shares"). The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on February 22, 2024.
Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on, the last sales price of a common share of the Issuer on the Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2024.
Represents the weighted average price of the share sold. The prices of the shares sold pursuant to the transaction ranged from $76.37 to $76.52 per share. The reported shares were sold in Canadian dollars and was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date. 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 price.
The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 22, 2024, which is the fifth anniversary of the grant date.
Each restricted share unit represents a contingent right to receive one common share.
The Issuer granted the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 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 $75.38 per share. The RSU Multiplier was 2.25 for executive vice president or above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested.
These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
The shares reported represent an award of perforamnce based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning Febuary 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be eaned at the end of hte performance period is subject to increase or decrease based on the results of the performance condition.
These options are fully vested and exercisable.
These restricted share units vest on December 31, 2024.
The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2022 and to the extent earned will vest 100% on February 25, 2025. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, the number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.