SEC Form 4 · accession 0001209191-17-015426

Restaurant Brands International Inc. · QSR

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

Reporting owner

Daniel S Schwartz

Officer — Chief Executive Officer · Director

Period of report

Feb 24, 2017

Accepted (ET)

Feb 28, 2017 · 6:28 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 Shares^F1,F2	Feb 24, 2017	A	8,055	$55.55	A	37,852	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 Units^F10,F6,F11	—	Feb 24, 2017	A	26,850	A	—	—	Common Shares	26,850	26,850	D
Exchangeable units^F3,F4	—	holding	—	—	—	—	—	Common Shares	137,996	137,996	D
Option (right to buy)^F5	$3.54	holding	—	—	—	—	Feb 2, 2021	Common Shares	848,420	848,420	D
Option (right to buy)	$3.54	holding	—	—	—	Dec 31, 2016	Feb 20, 2022	Common Shares	211,658	211,658	D
Option (right to buy)	$3.97	holding	—	—	—	Mar 1, 2017	Feb 28, 2022	Common Shares	503,074	503,074	D
Option (right to buy)	$18.25	holding	—	—	—	Dec 31, 2017	Feb 28, 2023	Common Shares	46,575	46,575	D
Option (right to buy)	$18.25	holding	—	—	—	Mar 1, 2018	Feb 28, 2023	Common Shares	500,000	500,000	D
Option (right to buy)	$27.28	holding	—	—	—	Dec 31, 2018	Mar 6, 2024	Common Shares	95,307	95,307	D
Option (right to buy)	$27.28	holding	—	—	—	Mar 7, 2019	Mar 6, 2024	Common Shares	400,000	400,000	D
Option (right to buy)	$42.26	holding	—	—	—	Dec 31, 2019	Mar 5, 2025	Common Shares	82,820	82,820	D
Option (right to buy)	$42.26	holding	—	—	—	Mar 6, 2020	Mar 5, 2025	Common Shares	333,333	333,333	D
Restricted Share Units^F6,F7	—	holding	—	—	—	—	—	Common Shares	57,915	57,915	D
Dividend Equivalent Rights^F8,F9	—	holding	—	—	—	—	—	Common Shares	841	841	D
Option (right to buy)	$33.67	holding	—	—	—	Feb 26, 2021	Feb 25, 2026	Common Shares	250,000	250,000	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 2016 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2016 net bonus to purchase common shares at a purchase price of $55.55 per share ("Investment Shares").
F10The Issuer granted the 2017 restricted share units ("2017 RSUs") to the Reporting Person pursuant to the Issuer's 2016 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2016 net bonus to purchase Investment Shares and received a matching grant of 2017 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 $55.55 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 13,425 of the 2017 RSUs and a proportionate number of the remaining 2017 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 2017 RSUs.
F11These restricted share units vest on December 31, 2021.
F2Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 10 below pursuant to the Issuer's 2016 Bonus Swap Program is calculated based on, 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 23, 2017.
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.
F7These restricted share units vest on December 31, 2020.
F8Each dividend equivalent right represents a contingent right to receive one common share.
F9These 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.