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Filing Details

Accession Number:: 0001209191-17-058701
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-11-01 21:02:22
Reporting Period:: 2017-10-30

Accepted Time:: 2017-11-01 21:02:22
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
Common Shares	Acquisiton	2017-10-30	848,420	$3.54	886,272	No	4	M	Direct
Common Shares	Acquisiton	2017-10-30	211,658	$3.54	1,097,930	No	4	M	Direct
Common Shares	Acquisiton	2017-10-30	498,896	$3.97	1,596,826	No	4	M	Direct
Common Shares	Disposition	2017-10-30	706,676	$64.49	890,150	No	4	S	Direct
Common Shares	Acquisiton	2017-10-31	4,178	$3.97	894,328	No	4	M	Direct
Common Shares	Disposition	2017-10-31	1,906	$64.56	892,422	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	S	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	2017-10-30	848,420	$0.00	848,420	$3.54
Common Shares	Option (right to buy)	Disposition	2017-10-30	211,658	$0.00	211,658	$3.54
Common Shares	Option (right to buy)	Disposition	2017-10-30	498,896	$0.00	498,896	$3.97
Common Shares	Option (right to buy)	Disposition	2017-10-31	4,178	$0.00	4,178	$3.97

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2021-02-02	No	4	M	Direct
0	2022-02-20	No	4	M	Direct
4,178	2022-02-28	No	4	M	Direct
0	2022-02-28	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			137,996	137,996	Direct
Common Shares	Option (right to buy)	$18.25	2017-12-31	2023-02-28	46,575	46,575	Direct
Common Shares	Option (right to buy)	$18.25	2018-03-01	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			1,395	1,395	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			253	253	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	137,996	137,996	Direct
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
	1,395	1,395	Direct
2026-02-25	250,000	250,000	Direct
	26,850	26,850	Direct
	253	253	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. The sales occurred pursuant to an existing Rule 10b5-1 plan previously adopted by the Reporting Person.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $64.15 to $65.05 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. 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. The sales occurred pursuant to an existing Rule 10b5-1 plan previously adopted by the Reporting Person.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $64.45 to $64.60 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. 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. The sales occurred pursuant to an existing Rule 10b5-1 plan previously adopted by the Reporting Person.
On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). Pursuant to the Reporting Person's election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into one Restaurant Brands International Limited Partnership exchangeable unit.
Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after the one year anniversary of the Merger, 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.