SEC Form 4 · accession 0001209191-19-019171

Restaurant Brands International Inc. · QSR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jill Granat

Officer — See Remarks

Period of report

Mar 12, 2019

Accepted (ET)

Mar 13, 2019 · 4:38 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
Common Shares	Mar 12, 2019	M	12,328	$18.25	A	276,457	D
Common Shares	Mar 12, 2019	M	50,000	$18.25	A	326,457	D
Common Shares^F2	Mar 12, 2019	S	35,621	$62.30	D	290,836	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	Mar 12, 2019	M	12,328	D	—	Feb 28, 2023	Common Shares	12,328	0	D
Option (right to buy)^F4	$18.25	Mar 12, 2019	M	50,000	D	—	Feb 28, 2023	Common Shares	50,000	0	D
Exchangeable units^F3	—	holding	—	—	—	—	—	Common Shares	52,965	52,965	D
Option (right to buy)^F4	$27.28	holding	—	—	—	—	Mar 6, 2024	Common Shares	15,945	15,945	D
Option (right to buy)^F4	$27.28	holding	—	—	—	—	Mar 6, 2024	Common Shares	40,000	40,000	D
Option (right to buy)	$42.26	holding	—	—	—	Dec 31, 2019	Mar 5, 2025	Common Shares	13,665	13,665	D
Option (right to buy)	$42.26	holding	—	—	—	Mar 6, 2020	Mar 5, 2025	Common Shares	66,667	66,667	D
Restricted Share Units^F5,F6	—	holding	—	—	—	—	—	Common Shares	17,820	17,820	D
Dividend Equivalent Rights^F7,F8	—	holding	—	—	—	—	—	Common Shares	1,076	1,076	D
Option (right to buy)	$33.67	holding	—	—	—	Feb 26, 2021	Feb 25, 2026	Common Shares	70,000	70,000	D
Restricted Share Units^F5,F9	—	holding	—	—	—	—	—	Common Shares	11,701	11,701	D
Dividend Equivalent Rights^F7,F10	—	holding	—	—	—	—	—	Common Shares	529	529	D
Option (right to buy)	$56.92	holding	—	—	—	May 5, 2022	May 4, 2027	Common Shares	50,000	50,000	D
Restricted Share Units^F5,F11	—	holding	—	—	—	—	—	Common Shares	9,748	9,748	D
Dividend Equivalent Rights^F7,F12	—	holding	—	—	—	—	—	Common Shares	312	312	D
Restricted Share Units^F5,F13	—	holding	—	—	—	—	—	Common Shares	8,552	8,552	D
Performance Share Units^F14	—	holding	—	—	—	Feb 22, 2024	Feb 22, 2024	Common Shares	50,000	50,000	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.
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.
F13These restricted share units vest on December 31, 2023.
F14The 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, 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 $62.12 to $62.42 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.

Remarks

Senior EVP, General Counsel and Secretary