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Filing Details

Accession Number:: 0001209191-19-031884
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-21 21:00:28
Reporting Period:: 2019-05-17

Accepted Time:: 2019-05-21 21:00:28
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	130 King Street West Suite 300 Toronto A6 M5X 1E1	Executive Chairman	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	Explanation
Common Shares	Acquisiton	2019-05-17	407,697	$0.00	461,637	No	4	M	Direct
Common Shares	Acquisiton	2019-05-17	46,575	$18.25	508,212	No	4	M	Direct
Common Shares	Acquisiton	2019-05-17	500,000	$18.25	1,008,212	No	4	M	Direct
Common Shares	Acquisiton	2019-05-17	95,307	$27.28	1,103,519	No	4	M	Direct
Common Shares	Acquisiton	2019-05-17	400,000	$27.28	1,503,519	No	4	M	Direct
Common Shares	Disposition	2019-05-17	549,752	$67.72	953,767	No	4	S	Direct
Common Shares	Disposition	2019-05-17	492,130	$68.06	461,637	No	4	S	Direct
Common Shares	Disposition	2019-05-20	461,637	$0.00	0	No	4	G	Direct
Common Shares	Acquisiton	2019-05-20	461,637	$0.00	461,637	No	4	G	Indirect	By LLC
Common Shares	Disposition	2019-05-20	461,637	$0.00	461,637	No	4	G	Indirect	By LLC
Common Shares	Acquisiton	2019-05-20	461,637	$0.00	461,637	No	4	G	Indirect	By LLC
Common Shares	Disposition	2019-05-20	435,923	$0.00	854,570	No	4	G	Indirect	By LLC
Common Shares	Acquisiton	2019-05-20	435,923	$0.00	854,570	No	4	G	Indirect	By LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	G	Direct
No	4	G	Indirect	By LLC
No	4	G	Indirect	By LLC
No	4	G	Indirect	By LLC
No	4	G	Indirect	By LLC
No	4	G	Indirect	By LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Exchangeable units	Disposition	2019-05-20	14,296	$0.00	14,296	$0.00
Common Shares	Exchangeable units	Acquisiton	2019-05-20	14,296	$0.00	14,296	$0.00
Common Shares	Exchangeable units	Disposition	2019-05-20	14,296	$0.00	14,296	$0.00
Common Shares	Exchangeable units	Acquisiton	2019-05-20	14,296	$0.00	14,296	$0.00
Common Shares	Exchangeable units	Disposition	2019-05-20	61,850	$0.00	61,850	$0.00
Common Shares	Exchangeable units	Acquisiton	2019-05-20	61,850	$0.00	61,850	$0.00
Common Shares	Option (right to buy)	Disposition	2019-05-17	46,575	$0.00	46,575	$18.25
Common Shares	Option (right to buy)	Disposition	2019-05-17	500,000	$0.00	500,000	$18.25
Common Shares	Option (right to buy)	Disposition	2019-05-17	95,307	$0.00	95,307	$27.28
Common Shares	Option (right to buy)	Disposition	2019-05-17	400,000	$0.00	400,000	$27.28
Common Shares	Option (right to buy)	Disposition	2019-05-20	416,153	$0.00	416,153	$42.26
Common Shares	Option (right to buy)	Acquisiton	2019-05-20	416,153	$0.00	416,153	$42.26
Common Shares	Option (right to buy)	Disposition	2019-05-20	416,153	$0.00	416,153	$42.26
Common Shares	Option (right to buy)	Acquisiton	2019-05-20	416,153	$0.00	416,153	$42.26
Common Shares	Restricted Share Units	Disposition	2019-05-17	57,915	$0.00	57,915	$0.00
Common Shares	Dividend Equivalent Rights	Disposition	2019-05-17	3,967	$0.00	3,967	$0.00
Common Shares	Option (right to buy)	Disposition	2019-05-20	250,000	$0.00	250,000	$33.67
Common Shares	Option (right to buy)	Acquisiton	2019-05-20	250,000	$0.00	250,000	$33.67
Common Shares	Option (right to buy)	Disposition	2019-05-20	250,000	$0.00	250,000	$33.67
Common Shares	Option (right to buy)	Acquisiton	2019-05-20	250,000	$0.00	250,000	$33.67
Common Shares	Restricted Share Units	Disposition	2019-05-17	26,850	$0.00	26,850	$0.00
Common Shares	Dividend Equivalent Rights	Disposition	2019-05-17	1,428	$0.00	1,428	$0.00
Common Shares	Restricted Share Units	Disposition	2019-05-17	29,594	$0.00	29,594	$0.00
Common Shares	Dividend Equivalent Rights	Disposition	2019-05-17	1,180	$0.00	1,180	$0.00
Common Shares	Performance Share Units	Disposition	2019-05-17	252,500	$0.00	252,500	$0.00
Common Shares	Dividend Equivalent Rights	Disposition	2019-05-17	10,044	$0.00	10,044	$0.00
Common Shares	Restricted Share Units	Disposition	2019-05-17	24,035	$0.00	24,035	$0.00
Common Shares	Dividend Equivalent Rights	Disposition	2019-05-17	184	$0.00	184	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	G	Direct
14,296			No	4	G	Indirect
14,296			No	4	G	Indirect
14,296			No	4	G	Indirect
123,700			No	4	G	Indirect
123,700			No	4	G	Indirect
0		2023-02-28	No	4	M	Direct
0		2023-02-28	No	4	M	Direct
0		2024-03-06	No	4	M	Direct
0		2024-03-06	No	4	M	Direct
0		2025-03-05	No	4	G	Direct
416,153		2025-03-05	No	4	G	Indirect
416,153		2025-03-05	No	4	G	Indirect
416,153		2025-03-05	No	4	G	Indirect
0			No	4	M	Direct
0			No	4	M	Direct
0	2021-02-26	2026-02-25	No	4	G	Direct
250,000	2021-02-26	2026-02-25	No	4	G	Indirect
250,000	2021-02-26	2026-02-25	No	4	G	Indirect
250,000	2021-02-26	2026-02-25	No	4	G	Indirect
0			No	4	M	Direct
0			No	4	M	Direct
0			No	4	M	Direct
0			No	4	M	Direct
0	2023-02-23	2023-02-23	No	4	M	Direct
0			No	4	M	Direct
0			No	4	M	Direct
0			No	4	M	Direct

Footnotes

The award agreements underlying the Reporting Person's restricted share unit awards were modified to provide that the reported restricted share units and the associated dividend equivalent rights were settled into an equal number of restricted shares. The restricted shares will vest upon the same terms as the applicable restricted share units from which they settled, as described in the accompanying footnotes below.
Approximately 75% of the proceeds from the reported sales were used to pay the exercise price of the options exercised, taxes on the gain from the sale of shares and taxes on the settlement of the restricted share units and performance share units.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $67.46 to $67.90 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 $67.90 to $68.56 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 gifted these securities to Miami Restaurant Holdings, LLC in an exempt transaction. The Reporting Person holds all voting and dispositive power for these securities.
The securities are held by Miami Restaurant Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Miami Restaurant Holdings LLC except to the extent of his pecuniary interest therein.
The Reporting Person gifted all of the equity interests in Miami Restaurant Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction.
The Reporting Person gifted a portion of the equity interests in Ameco Food Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction.
The securities are held by Ameco Food Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco Food Holdings LLC except to the extent of his pecuniary interest therein.
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.
These options vest in accordance with the following schedule: 82,820 vest on December 31, 2019 and 333,333 vest on March 6, 2020.
Each restricted share unit represents a contingent right to receive one restricted common share.
These restricted share units vest on December 31, 2020.
Each whole dividend equivalent right represents a contingent right to receive one restricted 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 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 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.
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.