SEC Form 4 · accession 0001209191-18-056828
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, 2018
Accepted (ET)
Nov 1, 2018 · 6:56 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, 2018 | G | 854,570 | $0.00 | D | 46,730 | D | |
| Common SharesF2 | Oct 30, 2018 | G | 854,570 | $0.00 | A | 854,570 | I | By LLC |
| Common SharesF3,F2 | Oct 30, 2018 | S$0 | 209,370 | — | D | 854,570 | I | By LLC |
| Common SharesF3,F2 | Oct 30, 2018 | P$0 | 209,370 | — | A | 854,570 | I | By LLC |
| Common SharesF4,F2 | Oct 30, 2018 | S$0 | 209,370 | — | D | 854,570 | I | By LLC |
| Common SharesF4,F2 | Oct 30, 2018 | P$0 | 209,370 | — | A | 854,570 | I | By LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchangeable unitsF5 | — | Oct 30, 2018 | G | 123,700 | D | — | — | Common Shares | 123,700 | 14,296 | D |
| Exchangeable unitsF5,F2 | — | Oct 30, 2018 | G | 123,700 | A | — | — | Common Shares | 123,700 | 123,700 | I |
| Exchangeable unitsF5,F3,F2 | — | Oct 30, 2018 | S | 30,307 | D | — | — | Common Shares | 30,307 | 123,700 | I |
| Exchangeable unitsF5,F3,F2 | — | Oct 30, 2018 | P | 30,307 | A | — | — | Common Shares | 30,307 | 123,700 | I |
| Exchangeable unitsF5,F4,F2 | — | Oct 30, 2018 | S | 30,307 | D | — | — | Common Shares | 30,307 | 123,700 | I |
| Exchangeable unitsF5,F4,F2 | — | Oct 30, 2018 | P | 30,307 | A | — | — | Common Shares | 30,307 | 123,700 | I |
| Option (right to buy)F6 | $18.25 | holding | — | — | — | — | Feb 28, 2023 | Common Shares | 46,575 | 46,575 | D |
| Option (right to buy)F6 | $18.25 | holding | — | — | — | — | 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 | 2,972 | 2,972 | 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 | 974 | 974 | D |
| Restricted Share UnitsF7,F13 | — | holding | — | — | — | — | — | Common Shares | 29,594 | 29,594 | D |
| Dividend Equivalent RightsF9,F14 | — | holding | — | — | — | — | — | Common Shares | 685 | 685 | D |
| Performance Share UnitsF15 | — | holding | — | — | — | Feb 23, 2023 | Feb 23, 2023 | Common Shares | 250,000 | 250,000 | D |
| Dividend Equivalent RightsF16,F17 | — | holding | — | — | — | — | — | Common Shares | 5,787 | 5,787 | D |
Explanation of responses
- F1The Reporting Person gifted these securities to a limited liability company in an exempt transaction pursuant to Rule 16b-5 of the Exchange Act. The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. At the time of the gift, the Reporting Person and members of his immediate family held all of the equity interests in Ameco.
- 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.
- F13These restricted share units vest on December 31, 2022.
- F14These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.
- F15The shares reported represent an award of performance based restricted share units ("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 23, 2023, 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.
- F16Each 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.
- F17These 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.
- F2The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco except to the extent of his pecuniary interest therein.
- F3The Reporting Person sold a portion of the equity interests in Ameco to a trust for the benefit of the Reporting Person's immediate family members for an aggregate price of $30,100,000.
- F4A member of the Reporting Person's immediate family sold a portion of the equity interests in Ameco to a trust for the benefit of the Reporting Person and his immediate family members for an aggregate price of $30,100,000.
- 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.