Filing Details
- Accession Number:
- 0001209191-19-033488
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2019-05-30 17:23:51
- Reporting Period:
- 2019-05-28
- Accepted Time:
- 2019-05-30 17:23:51
- 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 |
|---|---|---|---|---|---|---|---|
| 1552282 | E. Jose Cil | 130 King Street West Suite 300 Toronto A6 M5X 1E1 | Chief Executive Officer | No | 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 | Acquisiton | 2019-05-28 | 37,808 | $18.25 | 558,889 | No | 4 | M | Direct | |
| Common Shares | Acquisiton | 2019-05-28 | 150,000 | $18.25 | 708,889 | No | 4 | M | Direct | |
| Common Shares | Acquisiton | 2019-05-28 | 29,325 | $27.28 | 738,214 | No | 4 | M | Direct | |
| Common Shares | Acquisiton | 2019-05-28 | 7,085 | $27.28 | 745,299 | No | 4 | M | Direct | |
| Common Shares | Disposition | 2019-05-28 | 127,557 | $68.28 | 617,742 | No | 4 | S | Direct |
| 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 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Shares | Option (right to buy) | Disposition | 2019-05-28 | 37,808 | $0.00 | 37,808 | $18.25 |
| Common Shares | Option (right to buy) | Disposition | 2019-05-28 | 150,000 | $0.00 | 150,000 | $18.25 |
| Common Shares | Option (right to buy) | Disposition | 2019-05-28 | 29,325 | $0.00 | 29,325 | $27.28 |
| Common Shares | Option (right to buy) | Disposition | 2019-05-28 | 7,085 | $0.00 | 7,085 | $27.28 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2023-02-28 | No | 4 | M | Direct | |
| 0 | 2023-02-28 | No | 4 | M | Direct | |
| 29,326 | 2024-03-06 | No | 4 | M | Direct | |
| 172,915 | 2024-03-06 | No | 4 | M | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Shares | Exchangeable units | $0.00 | 105,758 | 105,758 | Direct | ||
| Common Shares | Option (right to buy) | $42.26 | 2019-12-31 | 2025-03-05 | 35,967 | 35,967 | Direct |
| Common Shares | Option (right to buy) | $42.26 | 2020-03-06 | 2025-03-05 | 166,667 | 166,667 | Direct |
| Common Shares | Restricted Share Units | $0.00 | 35,640 | 35,640 | Direct | ||
| Common Shares | Dividend Equivalent Rights | $0.00 | 2,441 | 2,441 | Direct | ||
| Common Shares | Option (right to buy) | $33.67 | 2021-02-26 | 2026-02-25 | 125,000 | 125,000 | Direct |
| Common Shares | Restricted Share Units | $0.00 | 16,694 | 16,694 | Direct | ||
| Common Shares | Dividend Equivalent Rights | $0.00 | 888 | 888 | Direct | ||
| Common Shares | Restricted Share Units | $0.00 | 15,894 | 15,894 | Direct | ||
| Common Shares | Dividend Equivalent Rights | $0.00 | 634 | 634 | Direct | ||
| Common Shares | Performance Share Units | $0.00 | 2023-02-23 | 2023-02-23 | 222,200 | 222,200 | Direct |
| Common Shares | Dividend Equivalent Rights | $0.00 | 8,839 | 8,839 | Direct | ||
| Common Shares | Restricted Share Units | $0.00 | 14,363 | 14,363 | Direct | ||
| Common Shares | Dividend Equivalent Rights | $0.00 | 110 | 110 | Direct | ||
| Common Shares | Performance Share Units | $0.00 | 2024-02-22 | 2024-02-22 | 275,000 | 275,000 | Direct |
| Common Shares | Dividend Equivalent Rights | $0.00 | 2,101 | 2,101 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 105,758 | 105,758 | Direct | |
| 2025-03-05 | 35,967 | 35,967 | Direct |
| 2025-03-05 | 166,667 | 166,667 | Direct |
| 35,640 | 35,640 | Direct | |
| 2,441 | 2,441 | Direct | |
| 2026-02-25 | 125,000 | 125,000 | Direct |
| 16,694 | 16,694 | Direct | |
| 888 | 888 | Direct | |
| 15,894 | 15,894 | Direct | |
| 634 | 634 | Direct | |
| 2023-02-23 | 222,200 | 222,200 | Direct |
| 8,839 | 8,839 | Direct | |
| 14,363 | 14,363 | Direct | |
| 110 | 110 | Direct | |
| 2024-02-22 | 275,000 | 275,000 | Direct |
| 2,101 | 2,101 | 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.
- Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $68.20 to $68.68 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.
- 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 ("2018 PBRSUs") granted to the Reporting Person. The 2018 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 2018 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 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.
- The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and will vest 100% on February 22, 2024, 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 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate.
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