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Filing Details

Accession Number:: 0001209191-19-047650
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-08-28 19:53:58
Reporting Period:: 2019-08-26

Accepted Time:: 2019-08-28 19:53:58
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
1574771	Joshua Kobza	130 King Street West Suite 300 Toronto A6 M5X 1E1	Coo	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	2019-08-26	32,991	$27.28	148,694	No	4	M	Direct
Common Shares	Acquisiton	2019-08-26	300,000	$27.28	448,694	No	4	M	Direct
Common Shares	Disposition	2019-08-26	203,198	$76.71	245,496	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	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	2019-08-26	32,991	$0.00	32,991	$27.28
Common Shares	Option (right to buy)	Disposition	2019-08-26	300,000	$0.00	300,000	$27.28

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2024-03-06	No	4	M	Direct
0		2024-03-06	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			5,413	5,413	Direct
Common Shares	Option (right to buy)	$42.26	2019-12-31	2025-03-05	35,494	35,494	Direct
Common Shares	Option (right to buy)	$42.26	2020-03-06	2025-03-05	300,000	300,000	Direct
Common Shares	Restricted Share Units	$0.00			26,730	26,730	Direct
Common Shares	Dividend Equivalent Rights	$0.00			2,036	2,036	Direct
Common Shares	Performance Share Units	$0.00	2021-02-26	2021-02-26	353,500	353,500	Direct
Common Shares	Dividend Equivalent Rights	$0.00			26,895	26,895	Direct
Common Shares	Restricted Share Units	$0.00			20,114	20,114	Direct
Common Shares	Dividend Equivalent Rights	$0.00			1,222	1,222	Direct
Common Shares	Option (right to buy)	$56.92	2022-05-05	2027-05-04	200,000	200,000	Direct
Common Shares	Restricted Share Units	$0.00			17,111	17,111	Direct
Common Shares	Dividend Equivalent Rights	$0.00			810	810	Direct
Common Shares	Restricted Share Units	$0.00			13,313	13,313	Direct
Common Shares	Dividend Equivalent Rights	$0.00			198	198	Direct
Common Shares	Performance Share Units	$0.00	2024-02-22	2024-02-22	225,000	225,000	Direct
Common Shares	Dividend Equivalent Rights	$0.00			3,349	3,349	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	5,413	5,413	Direct
2025-03-05	35,494	35,494	Direct
2025-03-05	300,000	300,000	Direct
	26,730	26,730	Direct
	2,036	2,036	Direct
2021-02-26	353,500	353,500	Direct
	26,895	26,895	Direct
	20,114	20,114	Direct
	1,222	1,222	Direct
2027-05-04	200,000	200,000	Direct
	17,111	17,111	Direct
	810	810	Direct
	13,313	13,313	Direct
	198	198	Direct
2024-02-22	225,000	225,000	Direct
	3,349	3,349	Direct

Footnotes

The reporting person exercised these options in order to retain ownership of all shares, less 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 $76.41 to $76.95 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 RestaurantBrands 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 exerciseable.
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.
The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date.
These dividend equivalent rights accrued on the 2016 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs 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 and as 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.
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 thecommon shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same termsas the 2019 PBRSUs to which they relate.