SEC Form 4 · accession 0001209191-19-013889
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 22, 2019
Accepted (ET)
Feb 26, 2019 · 9:22 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 22, 2019 | A | 3,730 | $64.87 | A | 189,864 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF13,F12 | — | Feb 22, 2019 | A | 2,000 | A | Feb 23, 2023 | Feb 23, 2023 | Common Shares | 2,000 | 202,000 | D |
| Dividend Equivalent RightsF15,F14,F16 | — | Feb 22, 2019 | A | 46 | A | — | — | Common Shares | 46 | 6,443 | D |
| Restricted Share UnitsF17,F4,F18 | — | Feb 22, 2019 | A | 12,355 | A | — | — | Common Shares | 12,355 | 12,355 | D |
| Performance Share UnitsF19 | — | Feb 22, 2019 | A | 125,000 | A | Feb 22, 2024 | Feb 22, 2024 | Common Shares | 125,000 | 125,000 | D |
| Exchangeable unitsF3 | — | 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 UnitsF4,F5 | — | holding | — | — | — | — | — | Common Shares | 28,215 | 28,215 | D |
| Dividend Equivalent RightsF6,F7 | — | 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 UnitsF4,F8 | — | holding | — | — | — | — | — | Common Shares | 11,006 | 11,006 | D |
| Dividend Equivalent RightsF6,F9 | — | holding | — | — | — | — | — | Common Shares | 498 | 498 | D |
| Restricted Share UnitsF4,F10 | — | holding | — | — | — | — | — | Common Shares | 8,555 | 8,555 | D |
| Dividend Equivalent RightsF6,F11 | — | holding | — | — | — | — | — | Common Shares | 274 | 274 | 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 2018 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2018 net bonus to purchase common shares at a purchase price of CAD$85.60 per share ("Investment Shares").
- 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 ("2018 PBRSUs") granted to the Reporting Person. The 2018 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.
- F13Represents an award of additional 2018 PBRSUs that were earned based on the results of the Issuer performance condition.
- F14Each 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.
- F15Represents an award of additional dividend equivalent rights that were earned based on the results of the Issuer performance condition.
- F16These dividend equivalent rights accrued on the 2018 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 PBRSUs to which they relate.
- F17The Issuer granted the 2019 restricted share units ("2019 RSUs") to the Reporting Person pursuant to the Issuer's 2018 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2018 net bonus to purchase Investment Shares and received a matching grant of 2019 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 $64.75 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 6,177 of the 2019 RSUs and a proportionate number of the remaining 2019 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 2019 RSUs.
- F18These restricted share units vest on December 31, 2023.
- F19The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and will vest 100% on February 22, 2024, 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.
- 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 17 below pursuant to the Issuer's 2018 Bonus Swap Program is calculated based on, the last sales price of a common share of the Issuer on the Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 21, 2019. The reported price represents the U.S. dollar equivalent following conversion using the Bank of Canada daily exchange rate of 0.7578.
- 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.
- 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.