David Chan Shear Form 4 Restaurant Brands International / David Chan Shear ownership change

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^*

Shear David Chan

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 BLUE LAGOON DRIVE

(Street)

MIAMI FL 33126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, International

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/19/2021		A		3,210(1)	A	$60.55(2)	106,486.7558	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Exchangeable Units(3)	(3)							(3)	(3)	Common Shares	2,545		2,545	D
Option (Right to Buy)	$42.26							(4)	03/05/2025	Common Shares	169,478		169,478	D
Performance Share Units	(5)							02/26/2021	02/26/2021	Common Shares	69,009.78		69,009.78(6)	D
Option (Right to Buy)	$55.55							02/24/2022	02/23/2027	Common Shares	100,000		100,000	D
Restricted Share Units	(7)							(8)	(8)	Common Shares	10,103.1433		10,103.1433(9)	D
Option (right to Buy)	$58.44							02/23/2023	02/22/2028	Common Shares	40,000		40,000	D
Restricted Share Units	(7)							(10)	(10)	Common Shares	8,657.4086		8,657.4086(11)	D
Restricted Share Units	(7)							(12)	(12)	Common Shares	9,089.3669		9,089.3669(13)	D
Performance Share Units	(14)							02/22/2024	02/22/2024	Common Shares	53,700.6197		53,700.6197(15)	D
Option (Right to Buy)	$66.31							02/21/2025	02/20/2030	Common Shares	25,000		25,000	D
Restricted Share Units	(7)							(16)	(16)	Common Shares	6,289.9665		6,289.9665(17)	D
Performance Share Units	(18)							02/21/2025	02/21/2025	Common Shares	26,069.1583		26,069.1583(19)	D
Performance Share Units	(20)							02/21/2025	02/21/2025	Common Shares	20,175.1137		20,175.1137(21)	D
Restricted Share Units	(7)	02/19/2021		A		16,500		(22)	(22)	Common Shares	16,500	$0.00	16,500	D
Restricted Share Units	(7)	02/19/2021		A		10,701(23)		(24)	(24)	Common Shares	10,701	$0.00	10,701	D
Performance Share Units	(25)	02/19/2021		A		33,500		02/19/2024	02/19/2024	Common Shares	33,500	$0.00	33,500	D

Explanation of Responses:

1. 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 2020 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2020 net bonus to purchase common shares at a purchase price of $60.55 per share ("Investment Shares").

2. 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 below pursuant to the Issuer's 2020 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 18, 2021.

3. 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.

4. These options are immediately exercisable.

5. 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, 2019 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date.

6. Includes 8,378.991 dividend equivalent rights that accrued on the 2016 PBRSUs, which 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.

7. Each restricted share unit represents a contingent right to receive one common share.

8. These restricted share units vest on December 31, 2021

9. Includes 1,103.1433 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the 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.

10. These restricted share units vest on December 31, 2022.

11. Includes 846.4086 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the 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.

12. These restricted share units vest on December 31, 2023.

13. Includes 626.3669 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the 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.

14. The shares reported represent an award of performance base restricted share units (the "2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2024, 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 decrease based on the results of the performance condition.

15. Includes 3,700.6197 dividend equivalent rights that accrued on the 2019 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate.

16. These restricted share units vest on December 31, 2024.

17. Includes 257.9665 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the 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.

18. The shares reported represent an award of performance based restricted share units (the "2020-1 PBRSUs") granted to the Reporting Person. The 2020-1 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest 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 decrease based on the results of the performance condition.

19. Includes 1,069.1583 dividend equivalent rights that accrued on the 2020-1 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2020-1 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020-1 PBRSUs to which they relate.

20. The share reported represent an award of performance based restricted share units (the "2020-2 PBRSUs") granted to the Reporting Person. The 2020-2 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 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.

21. Includes 175.1137 dividend equivalent rights that accrued on the 2020-2 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2020-2 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020-2 PBRSUs to which they relate.

22. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.

23. The Issuer granted the 2021 restricted share units ("2021 RSUs") to the Reporting Person pursuant to the Issuer's 2020 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2020 net bonus to purchase Investment Shares and received a matching grant of 2021 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 $60.55 per share. The RSU Multiplier was 2.0 for executive vice president and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2021 RSUs that have not yet vested.

24. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

25. 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.

Remarks:

President, International

	/s/ Michele Keusch, as Attorney-in-Fact for David Chan Shear	02/23/2021
	** Signature of Reporting Person	Date
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