SEC Form 4 · accession 0001209191-16-145651

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

Oct 4, 2016

Accepted (ET)

Oct 11, 2016 · 8:12 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	—	—		—	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
Dividend Equivalent Rights^F6,F7	—	Oct 4, 2016	A	109	A	—	—	Common Shares	109	323	D
Exchangeable units^F1,F2	—	holding	—	—	—	—	—	Common Shares	107,478	107,478	D
Option (right to buy)^F3	$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
Restricted Share Units^F4,F5	—	holding	—	—	—	—	—	Common Shares	29,700	29,700	D
Option (right to buy)	$33.67	holding	—	—	—	Feb 26, 2021	Feb 26, 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, Chief Information and Performance Officer and Chief People Officer