SEC Form 4 · accession 0001209191-16-145649
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
Oct 4, 2016
Accepted (ET)
Oct 11, 2016 · 8:09 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 Shares | holding | — | — | — | 85,289 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent RightsF6,F7 | — | Oct 4, 2016 | A | 163 | A | — | — | Common Shares | 163 | 484 | D |
| Exchangeable unitsF1,F2 | — | holding | — | — | — | — | — | Common Shares | 686 | 686 | D |
| Option (right to buy)F3 | $3.54 | holding | — | — | — | — | Feb 2, 2021 | Common Shares | 106,050 | 106,050 | D |
| Option (right to buy)F3 | $3.54 | holding | — | — | — | — | Jul 31, 2021 | Common Shares | 42,420 | 42,420 | D |
| Option (right to buy) | $3.54 | holding | — | — | — | Dec 31, 2016 | Feb 20, 2022 | Common Shares | 68,214 | 68,214 | D |
| Option (right to buy) | $3.97 | holding | — | — | — | Mar 1, 2017 | Feb 28, 2022 | Common Shares | 452,765 | 452,765 | D |
| Option (right to buy) | $18.25 | holding | — | — | — | Dec 31, 2017 | Feb 28, 2023 | Common Shares | 32,401 | 32,401 | D |
| Option (right to buy) | $18.25 | holding | — | — | — | Mar 1, 2018 | Feb 28, 2023 | Common Shares | 250,000 | 250,000 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Dec 31, 2018 | Mar 6, 2024 | Common Shares | 21,282 | 21,282 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Dec 31, 2018 | Mar 6, 2024 | Common Shares | 21,281 | 21,281 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Mar 7, 2019 | Mar 6, 2024 | Common Shares | 180,000 | 180,000 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Dec 31, 2019 | Mar 5, 2025 | Common Shares | 25,809 | 25,809 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Mar 6, 2020 | Mar 5, 2025 | Common Shares | 166,667 | 166,667 | D |
| Restricted Share UnitsF4,F5 | — | holding | — | — | — | — | — | Common Shares | 44,550 | 44,550 | D |
| Option (right to buy) | $33.67 | holding | — | — | — | Feb 26, 2021 | Feb 25, 2026 | Common Shares | 150,000 | 150,000 | D |
Explanation of responses
- F1On 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.
- F2Each 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.
- F3These options are immediately exercisable.
- F4Each restricted share unit represents a contingent right to receive one common share.
- F5These restricted share units vest on December 31, 2020.
- F6Each dividend equivalent right represents a contingent right to receive one common share.
- F7These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate.
Remarks
Senior EVP, President, Tim Hortons