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Filing Details

Accession Number:: 0001209191-23-012958
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-02-24 19:51:52
Reporting Period:: 2023-02-22

Accepted Time:: 2023-02-24 19:51:52
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

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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	2023-02-22	10,121	$67.75	187,414	No	4	A	Direct
Common Shares	Acquisiton	2023-02-23	264,461	$0.00	451,875	No	4	M	Direct
Common Shares	Disposition	2023-02-23	264,461	$65.64	187,414	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	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	Performance Share Units	Disposition	2023-02-23	264,461	$0.00	264,461	$0.00
Common Shares	Restricted Share Units	Acquisiton	2023-02-22	37,954	$0.00	37,954	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2023-02-23	2023-02-23	No	4	M	Direct
37,954			No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Shares	46,500	Indirect	By Trust
Common Shares	45,620	Indirect	By Trust
Common Shares	145,228	Indirect	By Trust
Common Shares	13,750	Indirect	By Trust
Common Shares	189,750	Indirect	By Trust
Common Shares	17,715	Indirect	By GRAT
Common Shares	45,620	Indirect	By GRAT
Common Shares	60,000	Indirect	By GRAT
Common Shares	66,557	Indirect	By GRAT

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			105,758	105,758	Direct
Common Shares	Option (right to buy)	$42.26		2025-03-05	35,967	35,967	Direct
Common Shares	Option (right to buy)	$42.26		2025-03-05	166,667	166,667	Direct
Common Shares	Option (right to buy)	$33.67		2026-02-25	118,237	118,237	Direct
Common Shares	Restricted Share Units	$0.00			16,566	16,566	Direct
Common Shares	Performance Share Units	$0.00	2024-02-22	2024-02-22	317,187	317,187	Direct
Common Shares	Restricted Share Units	$0.00			19,239	19,239	Direct
Common Shares	Performance Share Units	$0.00	2025-02-21	2025-02-21	279,963	279,963	Direct
Common Shares	Restricted Share Units	$0.00			17,720	17,720	Direct
Common Shares	Restricted Share Units	$0.00			14,962	14,962	Direct
Common Shares	Performance Share Units	$0.00	2024-02-19	2024-02-19	107,929	107,929	Direct
Common Shares	Restricted Share Units	$0.00			35,356	35,356	Direct
Common Shares	Performance Share Units	$0.00	2025-02-25	2025-02-25	153,759	153,759	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
2026-02-25	118,237	118,237	Direct
	16,566	16,566	Direct
2024-02-22	317,187	317,187	Direct
	19,239	19,239	Direct
2025-02-21	279,963	279,963	Direct
	17,720	17,720	Direct
	14,962	14,962	Direct
2024-02-19	107,929	107,929	Direct
	35,356	35,356	Direct
2025-02-25	153,759	153,759	Direct

Footnotes

The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2022 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2022 net bonus to purchase common shares at a purchase price of $67.75 per share ("Investment Shares").
Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 26 below pursuant to the Issuer's 2022 Bonus Swap Program is calculated based on, the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 21, 2023.
On February 23, 2023, 264,461.2022 of the Reporting Person's performance based restricted share units vested.
These shares are held by an irrevocable life insurance trust for the benefit of the Reporting Person's children and other family members. The Reporting Person's family member is the trustee of such trust.
These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.
These shares are held by an irrevocable family trust for the benefit of the Reporting Person's spouse and children. The Reporting Person retains investment control over the Issuer securities held by such trust.
These shares are held by a revocable trust, of which the Reporting Person's spouse is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.
These shares are held by an irrevocable family trust for the benefit of the Reporting Person and his children. The Reporting Person retains investment control over the Issuer securities held by such trust.
These shares are held by the Reporting Person's 2021 grantor retained annuity trust ("2021 GRAT"), of which the Reporting Person is the trustee and annuitant.
These shares are held by the Reporting Person's first 2022 grantor retained annuity trust ("First 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
These shares are held by the Reporting Person's second 2022 grantor retained annuity trust ("Second 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
These shares are held by the Reporting Person's third 2022 grantor retained annuity trust ("Third 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
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.
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.
Each restricted share unit represents a contingent right to receive one common share.
These restricted share units vest on December 31, 2023.
The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2024, which is the fifth anniversary of the grant date.
These restricted share units vest on December 31, 2024.
The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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.
These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2024 and to the extent earned will vest on February 25, 2025. 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.
The Issuer granted the 2023 restricted share units ("2023 RSUs") to the Reporting Person pursuant to the Issuer's 2022 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2022 net bonus to purchase Investment Shares and received a matching grant of 2023 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $67.75 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2023 RSUs that have not yet vested.
These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.