SEC Form 4 · accession 0001209191-18-014214

Restaurant Brands International Inc. · QSR

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

Reporting owner

Jill Granat

Officer — See Remarks

Period of report

Feb 23, 2018

Accepted (ET)

Feb 27, 2018 · 6:39 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 23, 2018	A	2,924	$58.44	A	14,513	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^F11,F5,F12	—	Feb 23, 2018	A	9,748	A	—	—	Common Shares	9,748	9,748	D
Exchangeable units^F3	—	holding	—	—	—	—	—	Common Shares	52,965	52,965	D
Option (right to buy)^F4	$3.54	holding	—	—	—	—	Feb 2, 2021	Common Shares	245,238	245,238	D
Option (right to buy)^F4	$3.54	holding	—	—	—	—	Feb 20, 2022	Common Shares	63,496	63,496	D
Option (right to buy)^F4	$3.97	holding	—	—	—	—	Feb 28, 2022	Common Shares	125,767	125,767	D
Option (right to buy)^F4	$18.25	holding	—	—	—	—	Feb 28, 2023	Common Shares	12,328	12,328	D
Option (right to buy)	$18.25	holding	—	—	—	Mar 1, 2018	Feb 28, 2023	Common Shares	50,000	50,000	D
Option (right to buy)	$27.28	holding	—	—	—	Dec 31, 2018	Mar 6, 2024	Common Shares	15,945	15,945	D
Option (right to buy)	$27.28	holding	—	—	—	Mar 7, 2019	Mar 6, 2024	Common Shares	40,000	40,000	D
Option (right to buy)	$42.26	holding	—	—	—	Dec 31, 2019	Mar 5, 2025	Common Shares	13,665	13,665	D
Option (right to buy)	$42.26	holding	—	—	—	Mar 6, 2020	Mar 5, 2025	Common Shares	66,667	66,667	D
Restricted Share Units^F5,F6	—	holding	—	—	—	—	—	Common Shares	17,820	17,820	D
Dividend Equivalent Rights^F7,F8	—	holding	—	—	—	—	—	Common Shares	491	491	D
Option (right to buy)	$33.67	holding	—	—	—	Feb 26, 2021	Feb 25, 2026	Common Shares	70,000	70,000	D
Restricted Share Units^F5,F9	—	holding	—	—	—	—	—	Common Shares	11,701	11,701	D
Dividend Equivalent Rights^F7,F10	—	holding	—	—	—	—	—	Common Shares	150	150	D
Option (right to buy)	$56.92	holding	—	—	—	May 5, 2022	May 4, 2027	Common Shares	50,000	50,000	D

Explanation of responses

F1The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of her investment rights pursuant to the Issuer's 2017 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of her 2017 net bonus to purchase common shares at a purchase price of $58.44 per share ("Investment Shares").
F10These 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.
F11The Issuer granted the 2018 restricted share units ("2018 RSUs") to the Reporting Person pursuant to the Issuer's 2017 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of her 2017 net bonus to purchase Investment Shares and received a matching grant of 2018 RSUs in an amount equal to 50% of her 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 $58.44 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, she will forfeit 4,874 of the 2018 RSUs and a proportionate number of the remaining 2018 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, she will forfeit all of the 2018 RSUs.
F12These restricted share units vest on December 31, 2022.
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 11 below pursuant to the Issuer's 2017 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 22, 2018.
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.
F4These options are immediately exercisable.
F5Each restricted share unit represents a contingent right to receive one common share.
F6These restricted share units vest on December 31, 2020.
F7Each whole dividend equivalent right represents a contingent right to receive one common share.
F8These 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.
F9These restricted share units vest on December 31, 2021.

Remarks

Senior EVP, General Counsel and Secretary