SEC Form 4 · accession 0001209191-19-002809

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

Jan 4, 2019

Accepted (ET)

Jan 8, 2019 · 4:45 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	—	—		—	46,730	D
Common Shares^F1	holding	—	—		—	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
Dividend Equivalent Rights^F6,F7	—	Jan 4, 2019	A	526	A	—	—	Common Shares	526	3,497	D
Dividend Equivalent Rights^F6,F9	—	Jan 4, 2019	A	240	A	—	—	Common Shares	240	1,214	D
Dividend Equivalent Rights^F6,F11	—	Jan 4, 2019	A	261	A	—	—	Common Shares	261	946	D
Dividend Equivalent Rights^F13,F14	—	Jan 4, 2019	A	2,208	A	—	—	Common Shares	2,208	7,995	D
Exchangeable units^F2	—	holding	—	—	—	—	—	Common Shares	14,296	14,296	D
Exchangeable units^F2,F1	—	holding	—	—	—	—	—	Common Shares	123,700	123,700	I
Option (right to buy)^F3	$18.25	holding	—	—	—	—	Feb 28, 2023	Common Shares	46,575	46,575	D
Option (right to buy)^F3	$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 Units^F4,F5	—	holding	—	—	—	—	—	Common Shares	57,915	57,915	D
Option (right to buy)	$33.67	holding	—	—	—	Feb 26, 2021	Feb 25, 2026	Common Shares	250,000	250,000	D
Restricted Share Units^F4,F8	—	holding	—	—	—	—	—	Common Shares	26,850	26,850	D
Restricted Share Units^F4,F10	—	holding	—	—	—	—	—	Common Shares	29,594	29,594	D
Performance Share Units^F12	—	holding	—	—	—	Feb 23, 2023	Feb 23, 2023	Common Shares	250,000	250,000	D

Explanation of responses

F1The 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.
F10These restricted share units vest on December 31, 2022.
F11These 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.
F12The 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.
F13Each 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.
F14These 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.
F2Each 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.
F3These options are immediately exercisable.
F4Each restricted share unit represents a contingent right to receive one common share.
F5These restricted share units vest on December 31, 2020.
F6Each whole dividend equivalent right represents a contingent right to receive one common share.
F7These 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.
F8These restricted share units vest on December 31, 2021.
F9These 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.