SEC Form 4 · accession 0001209191-18-014221
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heitor Goncalves
Officer — See Remarks
Period of report
Feb 23, 2018
Accepted (ET)
Feb 27, 2018 · 6:41 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 23, 2018 | A | 3,080 | $58.44 | A | 120,963 | D | |
| Common Shares | Feb 23, 2018 | M | 172,700 | $3.54 | A | 293,663 | D | |
| Common SharesF3 | Feb 23, 2018 | S | 78,363 | $59.23 | D | 215,300 | D | |
| Common Shares | Feb 26, 2018 | M | 117,304 | $3.54 | A | 332,604 | D | |
| Common SharesF4 | Feb 26, 2018 | S | 53,249 | $59.04 | D | 279,355 | 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 | Feb 23, 2018 | M | 172,700 | D | — | Feb 2, 2021 | Common Shares | 172,700 | 176,069 | D |
| Option (right to buy)F6 | $3.54 | Feb 26, 2018 | M | 117,304 | D | — | Feb 2, 2021 | Common Shares | 117,304 | 58,765 | D |
| Restricted Share UnitsF13,F7,F14 | — | Feb 23, 2018 | A | 10,266 | A | — | — | Common Shares | 10,266 | 10,266 | D |
| Exchangeable unitsF5 | — | holding | — | — | — | — | — | Common Shares | 107,478 | 107,478 | D |
| Option (right to buy)F6 | $3.54 | holding | — | — | — | — | Feb 20, 2022 | Common Shares | 177,791 | 177,791 | D |
| Option (right to buy)F6 | $18.25 | holding | — | — | — | — | Feb 28, 2023 | Common Shares | 30,136 | 30,136 | D |
| Option (right to buy) | $18.25 | holding | — | — | — | Mar 1, 2018 | Feb 28, 2023 | Common Shares | 100,000 | 100,000 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Dec 31, 2018 | Mar 6, 2024 | Common Shares | 41,788 | 41,788 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Mar 7, 2019 | Mar 6, 2024 | Common Shares | 80,000 | 80,000 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Dec 31, 2019 | Mar 5, 2025 | Common Shares | 32,418 | 32,418 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Mar 6, 2020 | Mar 5, 2025 | Common Shares | 100,000 | 100,000 | D |
| Restricted Share UnitsF7,F8 | — | holding | — | — | — | — | — | Common Shares | 29,700 | 29,700 | D |
| Dividend Equivalent RightsF9,F10 | — | holding | — | — | — | — | — | Common Shares | 818 | 818 | D |
| Option (right to buy) | $33.67 | holding | — | — | — | Feb 26, 2021 | Feb 26, 2026 | Common Shares | 150,000 | 150,000 | D |
| Restricted Share UnitsF7,F11 | — | holding | — | — | — | — | — | Common Shares | 14,192 | 14,192 | D |
| Dividend Equivalent RightsF9,F12 | — | holding | — | — | — | — | — | Common Shares | 182 | 182 | 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 2017 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 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 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.
- F13The 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 his 2017 net bonus to purchase Investment Shares and received a matching grant of 2018 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 $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, he will forfeit 5,133 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, he will forfeit all of the 2018 RSUs.
- F14These 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 13 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.
- F3Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $59.00 to $59.55 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.
- F4Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $59.00 to $59.68 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.
- F5Each 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.
- 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.
Remarks
Senior EVP, Chief Information and Performance Officer and Chief People Officer