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Filing Details

Accession Number:: 0000950170-24-020539
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-02-26 21:36:07
Reporting Period:: 2024-02-22

Accepted Time:: 2024-02-26 21:36:07
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
1552051	Jacqueline Friesner	130 King Street West Suite 300 Toronto A6 M5X 1E1	See Remarks	No	No	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	2024-02-22	23,798	$0.00	158,899	No	4	M	Direct
Common Shares	Disposition	2024-02-22	9,347	$75.55	149,552	No	4	S	Direct
Common Shares	Acquisiton	2024-02-23	1,981	$75.38	151,533	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	A	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	2024-02-22	23,798	$0.00	23,798	$0.00
Common Shares	Restricted Share Units	Acquisiton	2024-02-23	6,604	$0.00	6,604	$0.00
Common Shares	Performance Share Units	Acquisiton	2024-02-23	11,939	$0.00	11,939	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2024-02-22	2024-02-22	No	4	M	Direct
6,604			No	4	A	Direct
11,939	2027-03-15	2027-03-15	No	4	A	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			9,098	9,098	Direct
Common Shares	Option (Right to Buy)	$33.67		2026-02-25	50,000	50,000	Direct
Common Shares	Option (Right to Buy)	$55.55		2027-02-23	20,000	20,000	Direct
Common Shares	Restricted Share Units	$0.00			4,221	4,221	Direct
Common Shares	Performance Share Units	$0.00	2025-02-21	2025-02-21	11,553	11,553	Direct
Common Shares	Restricted Share Units	$0.00			4,155	4,155	Direct
Common Shares	Restricted Share Units	$0.00			1,289	1,289	Direct
Common Shares	Restricted Share Units	$0.00			3,874	3,874	Direct
Common Shares	Performance Share Units	$0.00	2025-02-25	2025-02-25	15,862	15,862	Direct
Common Shares	Restricted Share Units	$0.00			5,399	5,399	Direct
Common Shares	Performance Share Units	$0.00	2026-02-22	2026-02-22	13,705	13,705	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	9,098	9,098	Direct
2026-02-25	50,000	50,000	Direct
2027-02-23	20,000	20,000	Direct
	4,221	4,221	Direct
2025-02-21	11,553	11,553	Direct
	4,155	4,155	Direct
	1,289	1,289	Direct
	3,874	3,874	Direct
2025-02-25	15,862	15,862	Direct
	5,399	5,399	Direct
2026-02-22	13,705	13,705	Direct

Footnotes

On February 22, 2024, 23,798.3804 of the Reporting Person's performance based restricted share units vested.
Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.
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 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares").
Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares 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 22, 2024.
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 22, 2024, which is the fifth anniversary of the grant date.
Each restricted share unit represents a contingent right to receive one common share.
The Issuer granted the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 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 $75.38 per share. The RSU Multiplier was 2.0 for senior vice president or above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested.
These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. 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 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 fully vested and exercisable.
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, December 31, 2023 and December 31, 2024.
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, 2022 and to the extent earned will vest 100% 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.
These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, 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.