SEC Form 4 · accession 0001209191-17-058701
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
Oct 30, 2017
Accepted (ET)
Nov 1, 2017 · 9:02 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 | Oct 30, 2017 | M | 848,420 | $3.54 | A | 886,272 | D | |
| Common Shares | Oct 30, 2017 | M | 211,658 | $3.54 | A | 1,097,930 | D | |
| Common Shares | Oct 30, 2017 | M | 498,896 | $3.97 | A | 1,596,826 | D | |
| Common SharesF2 | Oct 30, 2017 | S | 706,676 | $64.49 | D | 890,150 | D | |
| Common Shares | Oct 31, 2017 | M | 4,178 | $3.97 | A | 894,328 | D | |
| Common SharesF3 | Oct 31, 2017 | S | 1,906 | $64.56 | D | 892,422 | 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)F6 | $3.54 | Oct 30, 2017 | M | 848,420 | D | — | Feb 2, 2021 | Common Shares | 848,420 | 0 | D |
| Option (right to buy)F6 | $3.54 | Oct 30, 2017 | M | 211,658 | D | — | Feb 20, 2022 | Common Shares | 211,658 | 0 | D |
| Option (right to buy)F6 | $3.97 | Oct 30, 2017 | M | 498,896 | D | — | Feb 28, 2022 | Common Shares | 498,896 | 4,178 | D |
| Option (right to buy)F6 | $3.97 | Oct 31, 2017 | M | 4,178 | D | — | Feb 28, 2022 | Common Shares | 4,178 | 0 | D |
| Exchangeable unitsF4,F5 | — | holding | — | — | — | — | — | Common Shares | 137,996 | 137,996 | 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 UnitsF7,F8 | — | holding | — | — | — | — | — | Common Shares | 57,915 | 57,915 | D |
| Dividend Equivalent RightsF9,F10 | — | holding | — | — | — | — | — | Common Shares | 1,395 | 1,395 | D |
| Option (right to buy) | $33.67 | holding | — | — | — | Feb 26, 2021 | Feb 25, 2026 | Common Shares | 250,000 | 250,000 | D |
| Restricted Share UnitsF7,F11 | — | holding | — | — | — | — | — | Common Shares | 26,850 | 26,850 | D |
| Dividend Equivalent RightsF9,F12 | — | holding | — | — | — | — | — | Common Shares | 253 | 253 | D |
Explanation of responses
- F1The Reporting Person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes. The sales occurred pursuant to an existing Rule 10b5-1 plan previously adopted by the Reporting Person.
- F10These 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.
- F11These restricted share units vest on December 31, 2021.
- F12These 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.
- F2Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $64.15 to $65.05 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. The Reporting Person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes. The sales occurred pursuant to an existing Rule 10b5-1 plan previously adopted by the Reporting Person.
- F3Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $64.45 to $64.60 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. The Reporting Person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes. The sales occurred pursuant to an existing Rule 10b5-1 plan previously adopted by the Reporting Person.
- F4On 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.
- F5Each 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.
- F6These options are immediately exercisable.
- F7Each restricted share unit represents a contingent right to receive one common share.
- F8These restricted share units vest on December 31, 2020.
- F9Each whole dividend equivalent right represents a contingent right to receive one common share.