SEC Form 4 · accession 0001209191-15-029609

Restaurant Brands International Inc. · QSR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Alan Parker

Director

Period of report

Mar 25, 2015

Accepted (ET)

Mar 26, 2015 · 6:14 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 Stock^F1,F2	Mar 25, 2015	S	29,700	$39.28	D	0	I	See Footnote
Common Stock	holding	—	—		—	26,562	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Exchangeable units^F3,F4,F2	—	holding	—	—	—	—	—	Common Stock	300	300	I

Explanation of responses

F1Represents the weighted average price of the shares sold. The prices of shares sold pursuant to the transactions ranged from $39.03 to 39.86 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
F2Represents an indirect interest held by Oyster Reach Limited. The Reporting Person is the sole shareholder and director of Oyster Reach Limited. The Reporting Person disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
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, a portion of the shares of Burger King Worldwide common stock previously held by Oyster Reach Limited was converted on a one-to-one basis into Restaurant Brands International Limited Partnership exchangeable units.
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.