SEC Form 4 · accession 0001209191-16-104116
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heitor Goncalves
Officer — See Remarks
Period of report
Feb 26, 2016
Accepted (ET)
Mar 1, 2016 · 5:51 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,F2 | Feb 26, 2016 | A | 8,910 | $33.67 | A | 13,772 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF7,F6,F8 | — | Feb 26, 2016 | A | 29,700 | A | — | — | Common Shares | 29,700 | 29,700 | D |
| Option (right to buy) | $33.67 | Feb 26, 2016 | A | 150,000 | A | Feb 26, 2021 | Feb 26, 2026 | Common Shares | 150,000 | 150,000 | D |
| Exchangeable unitsF3,F4 | — | holding | — | — | — | — | — | Common Shares | 107,478 | 107,478 | D |
| Option (right to buy)F5 | $3.54 | holding | — | — | — | — | Feb 2, 2021 | Common Shares | 530,260 | 530,260 | D |
| Option (right to buy) | $3.54 | holding | — | — | — | Dec 31, 2016 | Feb 20, 2022 | Common Shares | 177,791 | 177,791 | D |
| Option (right to buy) | $18.25 | holding | — | — | — | Dec 31, 2017 | Feb 28, 2023 | Common Shares | 30,136 | 30,136 | D |
| Option (right to buy) | $18.25 | holding | — | — | — | Mar 1, 2018 | Feb 28, 2023 | Common Shares | 100,000 | 100,000 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Dec 31, 2018 | Mar 6, 2024 | Common Shares | 41,788 | 41,788 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Mar 7, 2019 | Mar 6, 2024 | Common Shares | 80,000 | 80,000 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Dec 31, 2019 | Mar 5, 2025 | Common Shares | 32,418 | 32,418 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Mar 6, 2020 | Mar 5, 2025 | Common Shares | 100,000 | 100,000 | 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 2015 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of his 2015 net bonus to purchase common shares at a purchase price of $33.67 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 restricted share units described in footnote 7 below pursuant to the Issuer's 2015 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 February 25, 2016.
- 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.
- F5These options are immediately exercisable.
- F6Each restricted share unit represents a contingent right to receive one common share.
- F7The Issuer granted the restricted share units ("RSUs") to the Reporting Person pursuant to the Issuer's 2015 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of his 2015 net bonus to purchase Investment Shares and received a matching grant of RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $33.67 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 14,850 of the RSUs and a proportionate number of the remaining RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the RSUs.
- F8These restricted share units vest on December 31, 2020.
Remarks
Senior EVP, Chief Information and Performance Officer and Chief People Officer