SEC Form 4 · accession 0001209191-17-030888
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexandre Santoro
Officer — President, Popeyes
Period of report
May 5, 2017
Accepted (ET)
May 9, 2017 · 2:58 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 | — | — | — | 7,120 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy) | $56.92 | May 5, 2017 | A | 125,000 | A | May 5, 2022 | May 4, 2027 | Common Shares | 125,000 | 125,000 | D |
| Option (right to buy) | $37.97 | holding | — | — | — | Mar 6, 2020 | Jun 29, 2025 | Common Shares | 166,667 | 166,667 | D |
| Restricted Share UnitsF1,F2 | — | holding | — | — | — | — | — | Common Shares | 13,212 | 13,212 | D |
| Dividend Equivalent RightsF3,F4 | — | holding | — | — | — | — | — | Common Shares | 236 | 236 | D |
| Performance Share UnitsF5 | — | holding | — | — | — | Feb 26, 2021 | Feb 26, 2021 | Common Shares | 80,000 | 80,000 | D |
| Dividend Equivalent RightsF6,F7 | — | holding | — | — | — | — | — | Common Shares | 1,427 | 1,427 | D |
| Option (right to buy) | $55.55 | holding | — | — | — | Feb 24, 2022 | Feb 23, 2027 | Common Shares | 120,000 | 120,000 | D |
| Restricted Share UnitsF1,F8 | — | holding | — | — | — | — | — | Common Shares | 13,501 | 13,501 | D |
| Dividend Equivalent RightsF3,F9 | — | holding | — | — | — | — | — | Common Shares | 44 | 44 | D |
Explanation of responses
- F1Each restricted share unit represents a contingent right to receive one common share.
- F2These restricted share units vest on December 31, 2020.
- F3Each whole dividend equivalent right represents a contingent right to receive one common share.
- F4These 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.
- F5The shares reported represent an award of performance based restricted share units (the "PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 24, 2021, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.
- F6Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.
- F7These dividend equivalent rights accrued on the PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the PBRSUs to which they relate.
- F8These restricted share units vest on December 31, 2021.
- F9These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate.