SEC Form 4 · accession 0000899243-15-009409
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
3G Restaurant Brands Holdings LP
10% Owner
Period of report
Dec 7, 2015
Accepted (ET)
Dec 7, 2015 · 5:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618756
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common sharesF5,F6,F7 | Dec 7, 2015 | C | 17,542,410 | $0.00 | A | 17,542,410 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchangeable unitsF1,F2,F3 | — | Dec 7, 2015 | J | 25,692,413 | D | — | — | Common Stock | 25,692,413 | 218,166,502 | D |
| Exchangeable unitsF1,F5,F6,F7 | — | Dec 7, 2015 | J | 25,692,413 | A | — | — | Common Stock | 25,692,413 | 243,858,915 | I |
| Exchangeable unitsF1,F5,F6,F7 | — | Dec 7, 2015 | C | 25,692,413 | D | — | — | Common Stock | 25,692,413 | 218,166,502 | I |
Explanation of responses
- F1Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of RBI'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 RBI's (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
- F2In furtherance of the internal restructuring of 3G Restaurant Brands Holdings LP ("3G RBH") on September 24, 2015, 3G 3G Restaurant Brands Holdings General Partner Ltd. formed Holdings L115 LP ("Holdings 1") and Holdings L215 LP ("Holdings 2") and 3G RBH transferred 17,542,410 and 8,150,003 exchangeable units to Holdings 1 and Holdings 2, respectively. In consideration for the transfer, 3G RBH received good and valuable consideration. Following the transfer, 3G RBH beneficially owns 218,166,502 exchangeable units.
- F3(Continued from footnote 2) Each of 3G RBH, Holdings 1 and Holdings 2 disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person, Holdings 1 and Holdings 2 is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), or for any other purpose.
- F4The reported transactions involved a transfer of an aggregate amount of 25,692,413 exchangeable units of RBI LP by 3G RBH to Holdings 1 and Holdings 2.
- F53G Restaurant Brands Holdings General Partner Ltd. is the general partner of each of 3G RBH, Holdings 1 and Holdings 2. Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by each of 3G RBH, Holdings 1 and Holdings 2. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act, or for any other purpose.
- F6In connection with the internal restructuring and pursuant to the terms of the Partnership Agreement, 3G RBH delivered to RBI LP an exchange notice to exchange 25,692,413 exchangeable units held by 3G RBH (the "Exchange"). In connection with the transfers described above, Holdings 1 and Holdings 2 each succeeded to the rights and obligations of 3G RBH under the Partnership Agreement and the exchange notice, in each case to the extent applicable to the exchangeable units transferred. As announced by RBI on December 3, 2015, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the Exchange by issuing 17,542,410 common shares in exchange for 17,542,410 exchangeable units to Holdings 1 and by repurchasing 8,150,003 exchangeable units for cash from Holdings 2.
- F7(Continued from footnote 6) The exchange notices became irrevocable on December 7, 2015. The Exchange will be effected as of the close of business on December 14, 2015. 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by Holdings 1 and Holdings 2. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.