SEC Form 4 · accession 0001209191-18-056830
Restaurant Brands International Limited Partnership · QSP.UN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel S Schwartz
Officer — See remarks · Director
Period of report
Oct 30, 2018
Accepted (ET)
Nov 1, 2018 · 7:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618755
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Partnership unitsF1 | Oct 30, 2018 | G | 123,700 | $0.00 | D | 14,296 | D | |
| Partnership unitsF1,F3 | Oct 30, 2018 | G | 123,700 | $0.00 | A | 123,700 | I | By LLC |
| Partnership unitsF1,F4,F3 | Oct 30, 2018 | S$0 | 30,307 | — | D | 123,700 | I | By LLC |
| Partnership unitsF1,F4,F3 | Oct 30, 2018 | P$0 | 30,307 | — | A | 123,700 | I | By LLC |
| Partnership unitsF1,F5,F3 | Oct 30, 2018 | S$0 | 30,307 | — | D | 123,700 | I | By LLC |
| Partnership unitsF1,F5,F3 | Oct 30, 2018 | P$0 | 30,307 | — | A | 123,700 | I | By LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each 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.
- F2The Reporting Person gifted these securities to a limited liability company in an exempt transaction pursuant to Rule 16b-5 of the Exchange Act. The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. At the time of the gift, the Reporting Person and members of his immediate family held all of the equity interests in Ameco.
- F3The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco except to the extent of his pecuniary interest therein.
- F4The Reporting Person sold a portion of the equity interests in Ameco to a trust for the benefit of the Reporting Person's immediate family members for an aggregate price of $30,100,000.
- F5A member of the Reporting Person's immediate family sold a portion of the equity interests in Ameco to a trust for the benefit of the Reporting Person and his immediate family members for an aggregate price of $30,100,000.
Remarks
Chief Executive Officer of Restaurant Brands International Inc. Restaurant Brands International Inc. is the general partner of Restaurant Brands International Limited Partnership.