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Filing Details

Accession Number:: 0001209191-20-064093
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-17 16:49:38
Reporting Period:: 2020-12-15

Accepted Time:: 2020-12-17 16:49:38
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
1594977	Mr Axel Schwan	130 King Street West Suite 300 Toronto A6 M5X 1E1	Pres., Tim Hortons Americas	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	2020-03-15	21,769	$42.26	36,945	No	4	M	Direct
Common Shares	Acquisiton	2020-03-15	22,449	$42.26	59,394	No	4	M	Direct
Common Shares	Disposition	2020-03-15	37,854	$62.58	21,540	No	4	S	Direct
Common Shares	Acquisiton	2020-03-16	3,593	$42.26	25,133	No	4	M	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	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	2020-12-15	21,769	$0.00	21,769	$42.26
Common Shares	Option (right to buy)	Disposition	2020-12-15	22,449	$0.00	66,667	$42.26
Common Shares	Option (right to buy)	Disposition	2020-12-16	3,593	$0.00	44,218	$42.26

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2025-03-05	No	4	M	Direct
44,218	2025-03-05	No	4	M	Direct
40,625	2025-03-05	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			2,539	2,539	Direct
Common Shares	Option (right to buy)	$33.67	2021-02-26	2026-02-25	40,000	40,000	Direct
Common Shares	Restricted Share Units	$0.00			17,820	17,820	Direct
Common Shares	Dividend Equivalent Rights	$0.00			2,299	2,299	Direct
Common Shares	Restricted Share Units	$0.00			8,013	8,013	Direct
Common Shares	Dividend Equivalent Rights	$0.00			904	904	Direct
Common Shares	Option (right to buy)	$58.44	2023-02-23	2028-02-22	40,000	40,000	Direct
Common Shares	Restricted Share Units	$0.00			5,757	5,757	Direct
Common Shares	Dividend Equivalent Rights	$0.00			568	568	Direct
Common Shares	Option (right to buy)	$64.75	2024-02-22	2029-02-21	30,000	30,000	Direct
Common Shares	Restricted Share Units	$0.00			5,372	5,372	Direct
Common Shares	Dividend Equivalent Rights	$0.00			348	348	Direct
Common Shares	Option (right to buy)	$66.31	2025-02-21	2030-02-20	56,000	56,000	Direct
Common Shares	Restricted Share Units	$0.00			2,715	2,715	Direct
Common Shares	Dividend Equivalent Rights	$0.00			92	92	Direct
Common Shares	Performance Share Units	$0.00	2025-02-21	2025-02-21	40,000	40,000	Direct
Common Shares	Dividend Equivalent Rights	$0.00			1,349	1,349	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	2,539	2,539	Direct
2026-02-25	40,000	40,000	Direct
	17,820	17,820	Direct
	2,299	2,299	Direct
	8,013	8,013	Direct
	904	904	Direct
2028-02-22	40,000	40,000	Direct
	5,757	5,757	Direct
	568	568	Direct
2029-02-21	30,000	30,000	Direct
	5,372	5,372	Direct
	348	348	Direct
2030-02-20	56,000	56,000	Direct
	2,715	2,715	Direct
	92	92	Direct
2025-02-21	40,000	40,000	Direct
	1,349	1,349	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 $62.53 to $62.67 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 price. The proceeds from the sale of shares were used to cover the aggregate exercise price of the options exercised and to satisfy tax withholding obligations for all of the reported transactions.
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 cashamount 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 theexchange 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). Thisconversion 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 vestproportionately 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 and as dividends are paid on the common shares underlying the 2017 RSUs and vestproportionately 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 vestproportionately 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 when and as dividends are paid on the common shares underlying the 2019 RSUs and vestproportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate.
These restricted share units vest on December 31, 2024.
These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate.
The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period beginning January 1, 2020 and ending December 31, 2022 and to the extent earned will vest 100% on February 21, 2025, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the 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 2020 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 PBRSUs to which they relate.