SEC Form 4 · accession 0001209191-19-010256
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joshua Kobza
Officer — COO
Period of report
Feb 13, 2019
Accepted (ET)
Feb 14, 2019 · 5:00 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 | Feb 13, 2019 | M | 776 | $18.25 | A | 25,286 | D | |
| Common Shares | Feb 13, 2019 | M | 200,000 | $18.25 | A | 225,286 | D | |
| Common SharesF2 | Feb 13, 2019 | S | 113,577 | $64.41 | D | 111,709 | 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)F4 | $18.25 | Feb 13, 2019 | M | 776 | D | — | Feb 28, 2023 | Common Shares | 776 | 0 | D |
| Option (right to buy)F4 | $18.25 | Feb 13, 2019 | M | 200,000 | D | — | Feb 28, 2023 | Common Shares | 200,000 | 0 | D |
| Exchangeable unitsF3 | — | holding | — | — | — | — | — | Common Shares | 5,413 | 5,413 | D |
| Option (right to buy)F4 | $27.28 | holding | — | — | — | — | Mar 6, 2024 | Common Shares | 32,991 | 32,991 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Mar 7, 2019 | Mar 6, 2024 | Common Shares | 300,000 | 300,000 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Dec 31, 2019 | Mar 5, 2025 | Common Shares | 35,494 | 35,494 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Mar 6, 2020 | Mar 5, 2025 | Common Shares | 300,000 | 300,000 | D |
| Restricted Share UnitsF5,F6 | — | holding | — | — | — | — | — | Common Shares | 26,730 | 26,730 | D |
| Dividend Equivalent RightsF7,F8 | — | holding | — | — | — | — | — | Common Shares | 1,614 | 1,614 | D |
| Performance Share UnitsF9 | — | holding | — | — | — | Feb 26, 2021 | Feb 26, 2021 | Common Shares | 350,000 | 350,000 | D |
| Dividend Equivalent RightsF10,F11 | — | holding | — | — | — | — | — | Common Shares | 24,816 | 24,816 | D |
| Restricted Share UnitsF5,F12 | — | holding | — | — | — | — | — | Common Shares | 20,114 | 20,114 | D |
| Dividend Equivalent RightsF7,F13 | — | holding | — | — | — | — | — | Common Shares | 909 | 909 | D |
| Option (right to buy) | $56.92 | holding | — | — | — | May 5, 2022 | May 4, 2027 | Common Shares | 200,000 | 200,000 | D |
| Restricted Share UnitsF5,F14 | — | holding | — | — | — | — | — | Common Shares | 17,111 | 17,111 | D |
| Dividend Equivalent RightsF7,F15 | — | holding | — | — | — | — | — | Common Shares | 547 | 547 | D |
Explanation of responses
- F1The reporting person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes.
- F10Each 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.
- F11These 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.
- F12These restricted share units vest on December 31, 2021.
- F13These 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.
- F14These restricted share units vest on December 31, 2022.
- F15These 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.
- F2Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $64.18 to $64.78 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. The Reporting Person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes.
- 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 exerciseable.
- 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.
- F9The shares reported represent an award of performance based restricted share units (the "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 24, 2021, 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.