SEC Form 4 · accession 0001209191-17-061649
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carlos Alberto Sicupira
Director
Period of report
Nov 15, 2017
Accepted (ET)
Nov 17, 2017 · 7:31 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 | holding | — | — | — | 54,386 | D | ||
| Common SharesF1,F2 | holding | — | — | — | 779,090 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchangeable unitsF3,F1 | — | Nov 15, 2017 | J | 1,500,000 | A | — | — | Common Shares | 1,500,000 | 1,500,000 | I |
| Option (right to buy)F5 | $3.54 | holding | — | — | — | — | Feb 2, 2021 | Common Shares | 106,050 | 106,050 | D |
Explanation of responses
- F1Represents an indirect interest held by CHL Investment Fund Ltd. The Reporting Person is an indirect beneficial owner of equity interests in CHL Investment Fund Ltd. The Reporting Person disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
- F2Reflects a transfer of 779,090 shares previously reported as indirectly beneficially owned through Lobstertail Corporation. The transfer of shares was exempt from reporting pursuant to Rule 16a-13 under the Securities and Exchange Act of 1934, as amended.
- F3Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, 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.
- F4Represents a distribution from 3G Restaurant Brands Holdings LP, of which CHL Investment Fund Ltd. is a limited partner.
- F5These options are immediately exercisable.