SEC Form 4 · accession 0001209191-17-015428
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
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 6:29 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 24, 2017 | A | 5,152 | $55.56 | A | 90,441 | 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 UnitsF10,F6,F11 | — | Feb 24, 2017 | A | 17,060 | A | — | — | Common Shares | 17,060 | 17,060 | D |
| Exchangeable unitsF3,F4 | — | holding | — | — | — | — | — | Common Shares | 686 | 686 | D |
| Option (right to buy)F5 | $3.54 | holding | — | — | — | — | Feb 2, 2021 | Common Shares | 106,050 | 106,050 | D |
| Option (right to buy)F5 | $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 UnitsF6,F7 | — | holding | — | — | — | — | — | Common Shares | 44,550 | 44,550 | D |
| Dividend Equivalent RightsF8,F9 | — | holding | — | — | — | — | — | Common Shares | 647 | 647 | D |
| Option (right to buy) | $33.67 | holding | — | — | — | Feb 26, 2021 | Feb 25, 2026 | Common Shares | 150,000 | 150,000 | 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 in Canadian dollars of $CAD72.86 per share ("Investment Shares"). The reported price represents the U.S. dollar equivalent following conversion using the closing exchange rate on February 23, 2017 of .7625.
- 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 8,530 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, (i) the purchase price of the Investment Shares is the last sales price of a common share of the Issuer on the Toronto Stock Exchange on the trading day immediately preceding the grant date, and (ii) 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.
Remarks
Senior EVP, President, Tim Hortons