SEC Form 4 · accession 0000899243-18-027687
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
Oct 30, 2018
Accepted (ET)
Oct 30, 2018 · 5:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618756
Table I — non-derivative securities
No Table I lines on this filing.
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 | — | Oct 30, 2018 | C | 10,000,000 | D | — | — | Common Stock | 10,000,000 | 191,096,563 | D |
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 LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date.
- F23G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G RBH. 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 3G RBH. 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 of 1934, or for any other purpose.
- F3Pursuant to the terms of the Partnership Agreement, 3G RBH delivered to RBI LP an exchange notice to exchange 11,106,925 exchangeable units held by 3G RBH (the "Exchange"). Subsequent thereto, 1,106,925 Exchangeable Units were withdrawn from the exchange notice. As announced by RBI on October 24, 2018, 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 repurchasing 10,000,000 exchangeable units for cash.
- F4(Continued from footnote 3) The exchange notice became irrevocable on October 30, 2018 with respect to 10,000,000 Exchangeable Units. The Exchange will be effected as of the close of business on November 6, 2018.