SEC Form 4 · accession 0001209191-16-088095
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan Parker
Director
Period of report
Dec 31, 2015
Accepted (ET)
Jan 4, 2016 · 8:39 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 SharesF1 | Dec 31, 2015 | A | 3,231 | $0.00 | A | 14,943 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchangeable UnitsF2,F3 | — | holding | — | — | — | — | — | Common Shares | 150 | 150 | D |
| Exchangeable UnitsF2,F3,F4 | — | holding | — | — | — | — | — | Common Shares | 300 | 300 | I |
| Option (right to buy) | $15.25 | holding | — | — | — | Aug 2, 2017 | Aug 1, 2022 | Common Shares | 32,786 | 32,786 | D |
Explanation of responses
- F1Represents restricted stock units that are earned and vested upon grant and that settle upon termination of board service.
- F2On 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.
- F3Each 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.
- F4Represents 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.