SEC Form 4 · accession 0001209191-19-011384
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexandre Macedo
Officer — President,Tim Hortons
Period of report
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 9:04 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 14, 2019 | M | 16,438 | $18.25 | A | 103,773 | D | |
| Common Shares | Feb 14, 2019 | M | 200,000 | $18.25 | A | 303,773 | D | |
| Common Shares | Feb 14, 2019 | M | 29,325 | $27.28 | A | 333,098 | D | |
| Common SharesF2 | Feb 14, 2019 | S | 141,964 | $63.90 | D | 191,134 | D | |
| Common SharesF3 | Feb 14, 2019 | S | 50,000 | $63.81 | D | 141,134 | D | |
| Common SharesF4,F5 | Feb 19, 2019 | P | 45,000 | $64.73 | A | 186,134 | 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)F7 | $18.25 | Feb 14, 2019 | M | 16,438 | D | — | Feb 28, 2023 | Common Shares | 16,438 | 0 | D |
| Option (right to buy)F7 | $18.25 | Feb 14, 2019 | M | 200,000 | D | — | Feb 28, 2023 | Common Shares | 200,000 | 0 | D |
| Option (right to buy)F7 | $27.28 | Feb 14, 2019 | M | 29,325 | D | — | Mar 6, 2024 | Common Shares | 29,325 | 0 | D |
| Exchangeable unitsF6 | — | holding | — | — | — | — | — | Common Shares | 41,691 | 41,691 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Mar 7, 2019 | Mar 6, 2024 | Common Shares | 100,000 | 100,000 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Dec 31, 2019 | Mar 5, 2025 | Common Shares | 33,128 | 33,128 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Mar 6, 2020 | Mar 5, 2025 | Common Shares | 100,000 | 100,000 | D |
| Restricted Share UnitsF8,F9 | — | holding | — | — | — | — | — | Common Shares | 28,215 | 28,215 | D |
| Dividend Equivalent RightsF10,F11 | — | holding | — | — | — | — | — | Common Shares | 1,704 | 1,704 | D |
| Option (right to buy) | $33.67 | holding | — | — | — | Feb 26, 2021 | Feb 25, 2026 | Common Shares | 100,000 | 100,000 | D |
| Restricted Share UnitsF8,F12 | — | holding | — | — | — | — | — | Common Shares | 11,006 | 11,006 | D |
| Dividend Equivalent RightsF10,F13 | — | holding | — | — | — | — | — | Common Shares | 498 | 498 | D |
| Restricted Share UnitsF8,F14 | — | holding | — | — | — | — | — | Common Shares | 8,555 | 8,555 | D |
| Dividend Equivalent RightsF10,F15 | — | holding | — | — | — | — | — | Common Shares | 274 | 274 | D |
| Performance Share UnitsF16 | — | holding | — | — | — | Feb 23, 2023 | Feb 23, 2023 | Common Shares | 200,000 | 200,000 | D |
| Dividend Equivalent RightsF17,F18 | — | holding | — | — | — | — | — | Common Shares | 6,396 | 6,396 | D |
Explanation of responses
- F1The Reporting Person sold only the portion of the shares issued upon exercise of the options necessary to pay the option exercise price and applicable taxes.
- F10Each whole dividend equivalent right represents a contingent right to receive one common share.
- F11These 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.
- 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.
- F16The 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.
- F17Each 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.
- F18These 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.
- F2Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.72 to $64.21 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.
- F3Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.77 to $63.92 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.
- F4Reflects purchases made to correct an inadvertent sale in order to satisfy the Reporting Person's holding requirements. As reflected in footnotes 2 and 3 above and footnote 5 below, the lowest purchase price for any of the shares purchased was higher than the highest sales price of any of the shares sold as reported in this Form 4, and therefore no profit was derived from the transactions.
- F5Represents the weighted average price of the shares purchased. The prices of the shares purchased pursuant to the transaction ranged from $64.52 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 purchased at each separate price.
- F6Each 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.
- F7These options are immediately exercisable.
- F8Each restricted share unit represents a contingent right to receive one common share.
- F9These restricted share units vest on December 31, 2020.