Filing Details
- Accession Number:
- 0001209191-18-056828
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-11-01 18:56:43
- Reporting Period:
- 2018-10-30
- Accepted Time:
- 2018-11-01 18:56:43
- 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
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares | Disposition | 2018-10-30 | 854,570 | $0.00 | 46,730 | No | 5 | G | Direct | |
| Common Shares | Acquisiton | 2018-10-30 | 854,570 | $0.00 | 854,570 | No | 5 | G | Indirect | By LLC |
| Common Shares | Disposition | 2018-10-30 | 209,370 | $0.00 | 854,570 | No | 4 | S | Indirect | By LLC |
| Common Shares | Acquisiton | 2018-10-30 | 209,370 | $0.00 | 854,570 | No | 4 | P | Indirect | By LLC |
| Common Shares | Disposition | 2018-10-30 | 209,370 | $0.00 | 854,570 | No | 4 | S | Indirect | By LLC |
| Common Shares | Acquisiton | 2018-10-30 | 209,370 | $0.00 | 854,570 | No | 4 | P | Indirect | By LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 5 | G | Direct | |
| No | 5 | G | Indirect | By LLC |
| No | 4 | S | Indirect | By LLC |
| No | 4 | P | Indirect | By LLC |
| No | 4 | S | Indirect | By LLC |
| No | 4 | P | Indirect | By LLC |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Shares | Exchangeable units | Disposition | 2018-10-30 | 123,700 | $0.00 | 123,700 | $0.00 |
| Common Shares | Exchangeable units | Acquisiton | 2018-10-30 | 123,700 | $0.00 | 123,700 | $0.00 |
| Common Shares | Exchangeable units | Disposition | 2018-10-30 | 30,307 | $0.00 | 30,307 | $0.00 |
| Common Shares | Exchangeable units | Acquisiton | 2018-10-30 | 30,307 | $0.00 | 30,307 | $0.00 |
| Common Shares | Exchangeable units | Disposition | 2018-10-30 | 30,307 | $0.00 | 30,307 | $0.00 |
| Common Shares | Exchangeable units | Acquisiton | 2018-10-30 | 30,307 | $0.00 | 30,307 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 14,296 | No | 5 | G | Direct | ||
| 123,700 | No | 5 | G | Indirect | ||
| 123,700 | No | 4 | S | Indirect | ||
| 123,700 | No | 4 | P | Indirect | ||
| 123,700 | No | 4 | S | Indirect | ||
| 123,700 | No | 4 | P | Indirect |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Shares | Option (right to buy) | $18.25 | 2023-02-28 | 46,575 | 46,575 | Direct | |
| Common Shares | Option (right to buy) | $18.25 | 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 | 2,972 | 2,972 | 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 | 974 | 974 | Direct | ||
| Common Shares | Restricted Share Units | $0.00 | 29,594 | 29,594 | Direct | ||
| Common Shares | Dividend Equivalent Rights | $0.00 | 685 | 685 | Direct | ||
| Common Shares | Performance Share Units | $0.00 | 2023-02-23 | 2023-02-23 | 250,000 | 250,000 | Direct |
| Common Shares | Dividend Equivalent Rights | $0.00 | 5,787 | 5,787 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 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 | |
| 2,972 | 2,972 | Direct | |
| 2026-02-25 | 250,000 | 250,000 | Direct |
| 26,850 | 26,850 | Direct | |
| 974 | 974 | Direct | |
| 29,594 | 29,594 | Direct | |
| 685 | 685 | Direct | |
| 2023-02-23 | 250,000 | 250,000 | Direct |
| 5,787 | 5,787 | Direct |
Footnotes
- The Reporting Person gifted these securities to a limited liability company in an exempt transaction pursuant to Rule 16b-5 of the Exchange Act. The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. At the time of the gift, the Reporting Person and members of his immediate family held all of the equity interests in Ameco.
- The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco except to the extent of his pecuniary interest therein.
- The Reporting Person sold a portion of the equity interests in Ameco to a trust for the benefit of the Reporting Person's immediate family members for an aggregate price of $30,100,000.
- A member of the Reporting Person's immediate family sold a portion of the equity interests in Ameco to a trust for the benefit of the Reporting Person and his immediate family members for an aggregate price of $30,100,000.
- 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.
- 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.
- 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 ("PBRSUs") granted to the Reporting Person. The PBRSUs will have 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. 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 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.
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