SEC Form 4 · accession 0001209191-19-018488
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
Mar 8, 2019
Accepted (ET)
Mar 11, 2019 · 5:01 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 | Mar 8, 2019 | M | 100,000 | $27.28 | A | 289,864 | D | |
| Common SharesF1,F2 | Mar 8, 2019 | S | 100,000 | $62.03 | D | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F4 | $27.28 | Mar 8, 2019 | M | 100,000 | D | — | Mar 6, 2024 | Common Shares | 100,000 | 0 | D |
| Exchangeable unitsF3 | — | holding | — | — | — | — | — | Common Shares | 41,691 | 41,691 | 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 UnitsF5,F6 | — | holding | — | — | — | — | — | Common Shares | 28,215 | 28,215 | D |
| Dividend Equivalent RightsF7,F8 | — | 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 UnitsF5,F9 | — | holding | — | — | — | — | — | Common Shares | 11,006 | 11,006 | D |
| Dividend Equivalent RightsF7,F10 | — | holding | — | — | — | — | — | Common Shares | 498 | 498 | D |
| Restricted Share UnitsF5,F11 | — | holding | — | — | — | — | — | Common Shares | 8,555 | 8,555 | D |
| Dividend Equivalent RightsF7,F12 | — | holding | — | — | — | — | — | Common Shares | 274 | 274 | D |
| Performance Share UnitsF13 | — | holding | — | — | — | Feb 23, 2023 | Feb 23, 2023 | Common Shares | 202,000 | 202,000 | D |
| Dividend Equivalent RightsF7,F14 | — | holding | — | — | — | — | — | Common Shares | 6,443 | 6,443 | D |
| Restricted Share UnitsF5,F15 | — | holding | — | — | — | — | — | Common Shares | 12,355 | 12,355 | D |
| Performance Share UnitsF16 | — | holding | — | — | — | Feb 22, 2024 | Feb 22, 2024 | Common Shares | 125,000 | 125,000 | D |
Explanation of responses
- F1As reflected in footnote 2 below, the highest sales price for any of the shares sold was lower than the lowest purchase price of any of the shares purchased as reported in the Reporting Person's Form 4 filed on February 19, 2019, and therefore no profit was derived from the transactions.
- F10These 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.
- F11These restricted share units vest on December 31, 2022.
- F12These 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.
- F13The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had 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.
- F14These 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.
- F15These restricted share units vest on December 31, 2023.
- F16The 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.
- F2Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $61.60 to $62.34 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.
- 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 exercisable.
- 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.
- F9These restricted share units vest on December 31, 2021.