SEC Form 4 · accession 0001209191-15-024896
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elias Diaz-Sese
Officer — See Remarks
Period of report
Mar 6, 2015
Accepted (ET)
Mar 10, 2015 · 8:17 pm EDT
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 StockF1,F2 | Mar 6, 2015 | A | 5,161 | $42.26 | A | 73,097 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F5,F2 | $42.26 | Mar 6, 2015 | A | 25,809 | A | Dec 31, 2019 | Mar 5, 2025 | Common Stock | 25,809 | 25,809 | D |
| Option (right to buy) | $42.26 | Mar 6, 2015 | A | 166,667 | A | Mar 6, 2020 | Mar 5, 2025 | Common Stock | 166,667 | 166,667 | D |
| Exchangeable unitsF3,F4 | — | holding | — | — | — | — | — | Common Stock | 686 | 686 | D |
| Option (right to buy) | $3.54 | holding | — | — | — | Oct 19, 2015 | Feb 2, 2021 | Common Stock | 106,050 | 106,050 | D |
| Option (right to buy) | $3.54 | holding | — | — | — | Oct 19, 2015 | Jul 31, 2021 | Common Stock | 42,420 | 42,420 | D |
| Option (right to buy) | $3.54 | holding | — | — | — | Dec 31, 2016 | Feb 20, 2022 | Common Stock | 68,214 | 68,214 | D |
| Option (right to buy) | $3.97 | holding | — | — | — | Mar 1, 2017 | Feb 28, 2022 | Common Stock | 452,765 | 452,765 | D |
| Option (right to buy) | $18.25 | holding | — | — | — | Dec 31, 2017 | Feb 28, 2023 | Common Stock | 32,401 | 32,401 | D |
| Option (right to buy) | $18.25 | holding | — | — | — | Mar 1, 2018 | Feb 28, 2023 | Common Stock | 250,000 | 250,000 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Dec 31, 2018 | Mar 6, 2024 | Common Stock | 21,282 | 21,282 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Dec 31, 2018 | Mar 6, 2024 | Common Stock | 21,281 | 21,281 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Mar 7, 2019 | Mar 6, 2024 | Common Stock | 180,000 | 180,000 | D |
Explanation of responses
- F1The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2014 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of his 2014 net bonus to purchase common shares at a purchase price of $42.26 per share ("Investment Shares").
- F2Pursuant to the Issuer's 2014 Omnibus Incentive Plan, the purchase price of the Investment Shares and the exercise price for the matching options described in footnote 5 below pursuant to the Issuer's 2014 Bonus Swap Program is 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 March 5, 2015.
- F3On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). Pursuant to the Reporting Person's election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into one Restaurant Brands International Limited Partnership exchangeable unit.
- F4Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after the one year anniversary of the Merger, 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.
- F5The Issuer granted the options to the Reporting Person pursuant to the Issuer's 2014 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of his 2014 net bonus to purchase Investment Shares and received a matching grant of stock options in an amount equal to two times his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("Options Multiplier"), and divided by the exercise price of $42.26 per share. The Options Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit 12,904 of the options and a proportionate number of the remaining options based on the number of Investment Shares sold.
Remarks
Senior EVP, President, Tim Hortons