SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 01/04/2024 | A | 90.2879(1) | A | $0.00 | 140,163.5826 | D | |||
| Common Shares | 01/05/2024 | S | 5,063.0358(2) | D | $76.55 | 135,100.5468 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units | (3) | 01/04/2024 | A | 170.0989(4) | 02/22/2024 | 02/22/2024 | Common Shares | 170.0989 | $0.00 | 23,798.3804 | D | ||||
| Restricted Share Units | (5) | 01/04/2024 | A | 30.173(6) | (7) | (7) | Common Shares | 30.173 | $0.00 | 4,221.4696 | D | ||||
| Performance Share Units | (8) | 01/04/2024 | A | 82.5751(4) | 02/21/2025 | 02/21/2025 | Common Shares | 82.5751 | $0.00 | 11,553.009 | D | ||||
| Restricted Share Units | (5) | 01/04/2024 | A | 29.6957(6) | (9) | (9) | Common Shares | 29.6957 | $0.00 | 4,154.6972 | D | ||||
| Restricted Share Units | (5) | 01/04/2024 | A | 9.2017(6) | (9) | (9) | Common Shares | 9.2017 | $0.00 | 1,288.5101 | D | ||||
| Restricted Share Units | (5) | 01/04/2024 | A | 27.6917(6) | (10) | (10) | Common Shares | 27.6917 | $0.00 | 3,874.3245 | D | ||||
| Performance Share Units | (11) | 01/04/2024 | A | 113.3767(4) | 02/25/2025 | 02/25/2025 | Common Shares | 113.3767 | $0.00 | 15,862.4337 | D | ||||
| Restricted Share Units | (5) | 01/04/2024 | A | 38.5869(6) | (12) | (12) | Common Shares | 38.5869 | $0.00 | 5,398.6529 | D | ||||
| Performance Share Units | (13) | 01/04/2024 | A | 97.953(4) | 02/22/2026 | 02/22/2026 | Common Shares | 97.953 | $0.00 | 13,704.511 | D | ||||
| Exchangeable Units | (14) | (14) | (14) | Common Shares | 9,098 | 9,098 | D | ||||||||
| Option (Right to Buy) | $33.67 | (15) | 02/25/2026 | Common Shares | 50,000 | 50,000 | D | ||||||||
| Option (Right to Buy) | $55.55 | (15) | 02/23/2027 | Common Shares | 20,000 | 20,000 | D | ||||||||
| Explanation of Responses: |
| 1. Represents shares settled from dividend equivalent rights that accrued on a vested restricted share unit award in respect of dividends that were paid after the vesting of the award with a record date prior to the vesting of the award. |
| 2. Represents shares sold to cover withholding tax obligations on the settlement of the previously reported vesting of the Reporting Person's restricted share units. |
| 3. 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. |
| 4. Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the performance baserd restricted share units to which they relate. |
| 5. Each restricted share unit represents a contingent right to receive one common share. |
| 6. Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. |
| 7. These restricted share units vest on December 31, 2024. |
| 8. 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. |
| 9. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. |
| 10. These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025. |
| 11. 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. |
| 12. These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026. |
| 13. 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. |
| 14. 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. |
| 15. These options are fully vested and exercisable. |
| Remarks: |
| SVP, Controller and Principal Accounting Officer |
| /s/ Michele Keusch, as Attorney-in-Fact for Jacqueline Friesner | 01/08/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||