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Filing Details

Accession Number:: 0001209191-18-014221
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-27 18:41:39
Reporting Period:: 2018-02-23

Accepted Time:: 2018-02-27 18:41:39
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
1574954	Heitor Goncalves	226 Wyecroft Road Oakville A6 L6K 3X7	See Remarks	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	2018-02-23	3,080	$58.44	120,963	No	4	A	Direct
Common Shares	Acquisiton	2018-02-23	172,700	$3.54	293,663	No	4	M	Direct
Common Shares	Disposition	2018-02-23	78,363	$59.23	215,300	No	4	S	Direct
Common Shares	Acquisiton	2018-02-26	117,304	$3.54	332,604	No	4	M	Direct
Common Shares	Disposition	2018-02-26	53,249	$59.04	279,355	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	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	2018-02-23	172,700	$0.00	172,700	$3.54
Common Shares	Option (right to buy)	Disposition	2018-02-26	117,304	$0.00	117,304	$3.54
Common Shares	Restricted Share Units	Acquisiton	2018-02-23	10,266	$0.00	10,266	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
176,069	2021-02-02	No	4	M	Direct
58,765	2021-02-02	No	4	M	Direct
10,266		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	Exchangeable units	$0.00			107,478	107,478	Direct
Common Shares	Option (right to buy)	$3.54		2022-02-20	177,791	177,791	Direct
Common Shares	Option (right to buy)	$18.25		2023-02-28	30,136	30,136	Direct
Common Shares	Option (right to buy)	$18.25	2018-03-01	2023-02-28	100,000	100,000	Direct
Common Shares	Option (right to buy)	$27.28	2018-12-31	2024-03-06	41,788	41,788	Direct
Common Shares	Option (right to buy)	$27.28	2019-03-07	2024-03-06	80,000	80,000	Direct
Common Shares	Option (right to buy)	$42.26	2019-12-31	2025-03-05	32,418	32,418	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			29,700	29,700	Direct
Common Shares	Dividend Equivalent Rights	$0.00			818	818	Direct
Common Shares	Option (right to buy)	$33.67	2021-02-26	2026-02-26	150,000	150,000	Direct
Common Shares	Restricted Share Units	$0.00			14,192	14,192	Direct
Common Shares	Dividend Equivalent Rights	$0.00			182	182	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	107,478	107,478	Direct
2022-02-20	177,791	177,791	Direct
2023-02-28	30,136	30,136	Direct
2023-02-28	100,000	100,000	Direct
2024-03-06	41,788	41,788	Direct
2024-03-06	80,000	80,000	Direct
2025-03-05	32,418	32,418	Direct
2025-03-05	100,000	100,000	Direct
	29,700	29,700	Direct
	818	818	Direct
2026-02-26	150,000	150,000	Direct
	14,192	14,192	Direct
	182	182	Direct

Footnotes

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 2017 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2017 net bonus to purchase common shares at a purchase price of $58.44 per share ("Investment Shares").
Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 13 below pursuant to the Issuer's 2017 Bonus Swap Program is calculated based on, the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2018.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $59.00 to $59.55 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.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $59.00 to $59.68 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.
The Issuer granted the 2018 restricted share units ("2018 RSUs") to the Reporting Person pursuant to the Issuer's 2017 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2017 net bonus to purchase Investment Shares and received a matching grant of 2018 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 $58.44 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 5,133 of the 2018 RSUs and a proportionate number of the remaining 2018 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the 2018 RSUs.
These restricted share units vest on December 31, 2022.