0001209191-19-031884.txt : 20190521
0001209191-19-031884.hdr.sgml : 20190521
20190521210028
ACCESSION NUMBER: 0001209191-19-031884
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190517
FILED AS OF DATE: 20190521
DATE AS OF CHANGE: 20190521
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schwartz Daniel S
CENTRAL INDEX KEY: 0001551400
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36786
FILM NUMBER: 19843875
MAIL ADDRESS:
STREET 1: C/O BURGER KING HOLDINGS
STREET 2: 5505 BLUE LAGOON DRIVE
CITY: MIAMI
STATE: FL
ZIP: 33126
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Restaurant Brands International Inc.
CENTRAL INDEX KEY: 0001618756
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 000000000
STATE OF INCORPORATION: Z4
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 130 KING STREET WEST
STREET 2: SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5X 1E1
BUSINESS PHONE: (905) 845-6511
MAIL ADDRESS:
STREET 1: 130 KING STREET WEST
STREET 2: SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5X 1E1
FORMER COMPANY:
FORMER CONFORMED NAME: 9060669 Canada Inc.
DATE OF NAME CHANGE: 20141028
FORMER COMPANY:
FORMER CONFORMED NAME: 1011773 B.C. Unlimited Liability Co
DATE OF NAME CHANGE: 20140905
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-05-17
0
0001618756
Restaurant Brands International Inc.
QSR
0001551400
Schwartz Daniel S
130 KING STREET WEST
SUITE 300
TORONTO
A6
M5X 1E1
ONTARIO, CANADA
1
1
0
0
Executive Chairman
Common Shares
2019-05-17
4
M
0
407696.615
A
461636.615
D
Common Shares
2019-05-17
4
M
0
46575
18.25
A
508211.615
D
Common Shares
2019-05-17
4
M
0
500000
18.25
A
1008211.615
D
Common Shares
2019-05-17
4
M
0
95307
27.28
A
1103518.615
D
Common Shares
2019-05-17
4
M
0
400000
27.28
A
1503518.615
D
Common Shares
2019-05-17
4
S
0
549752
67.72
D
953766.615
D
Common Shares
2019-05-17
4
S
0
492130
68.06
D
461636.615
D
Common Shares
2019-05-20
4
G
0
461636.615
0.00
D
0
D
Common Shares
2019-05-20
4
G
0
461636.615
0.00
A
461636.615
I
By LLC
Common Shares
2019-05-20
4
G
0
461636.615
0.00
D
461636.615
I
By LLC
Common Shares
2019-05-20
4
G
0
461636.615
0.00
A
461636.615
I
By LLC
Common Shares
2019-05-20
4
G
0
435923
0.00
D
854570
I
By LLC
Common Shares
2019-05-20
4
G
0
435923
0.00
A
854570
I
By LLC
Exchangeable units
2019-05-20
4
G
0
14296
0.00
D
Common Shares
14296
0
D
Exchangeable units
2019-05-20
4
G
0
14296
0.00
A
Common Shares
14296
14296
I
By LLC
Exchangeable units
2019-05-20
4
G
0
14296
0.00
D
Common Shares
14296
14296
I
By LLC
Exchangeable units
2019-05-20
4
G
0
14296
0.00
A
Common Shares
14296
14296
I
By LLC
Exchangeable units
2019-05-20
4
G
0
61850
0.00
D
Common Shares
61850
123700
I
By LLC
Exchangeable units
2019-05-20
4
G
0
61850
0.00
A
Common Shares
61850
123700
I
By LLC
Option (right to buy)
18.25
2019-05-17
4
M
0
46575
0.00
D
2023-02-28
Common Shares
46575
0
D
Option (right to buy)
18.25
2019-05-17
4
M
0
500000
0.00
D
2023-02-28
Common Shares
500000
0
D
Option (right to buy)
27.28
2019-05-17
4
M
0
95307
0.00
D
2024-03-06
Common Shares
95307
0
D
Option (right to buy)
27.28
2019-05-17
4
M
0
400000
0.00
D
2024-03-06
Common Shares
400000
0
D
Option (right to buy)
42.26
2019-05-20
4
G
0
416153
0.00
D
2025-03-05
Common Shares
416153
0
D
Option (right to buy)
42.26
2019-05-20
4
G
0
416153
0.00
A
2025-03-05
Common Shares
416153
416153
I
By LLC
Option (right to buy)
42.26
2019-05-20
4
G
0
416153
0.00
D
2025-03-05
Common Shares
416153
416153
I
By LLC
Option (right to buy)
42.26
2019-05-20
4
G
0
416153
0.00
A
2025-03-05
Common Shares
416153
416153
I
By LLC
Restricted Share Units
2019-05-17
4
M
0
57915
0.00
D
Common Shares
57915
0
D
Dividend Equivalent Rights
2019-05-17
4
M
0
3966.7005
0.00
D
Common Shares
3966.7005
0
D
Option (right to buy)
33.67
2019-05-20
4
G
0
250000
0.00
D
2021-02-26
2026-02-25
Common Shares
250000
0
D
Option (right to buy)
33.67
2019-05-20
4
G
0
250000
0.00
A
2021-02-26
2026-02-25
Common Shares
250000
250000
I
By LLC
Option (right to buy)
33.67
2019-05-20
4
G
0
250000
0.00
D
2021-02-26
2026-02-25
Common Shares
250000
250000
I
By LLC
Option (right to buy)
33.67
2019-05-20
4
G
0
250000
0.00
A
2021-02-26
2026-02-25
Common Shares
250000
250000
I
By LLC
Restricted Share Units
2019-05-17
4
M
0
26850
0.00
D
Common Shares
26850
0
D
Dividend Equivalent Rights
2019-05-17
4
M
0
1428.3883
0.00
D
Common Shares
1428.3883
0
D
Restricted Share Units
2019-05-17
4
M
0
29594
0.00
D
Common Shares
29594
0
D
Dividend Equivalent Rights
2019-05-17
4
M
0
1179.8127
0.00
D
Common Shares
1179.8127
0
D
Performance Share Units
2019-05-17
4
M
0
252500
0.00
D
2023-02-23
2023-02-23
Common Shares
252500
0
D
Dividend Equivalent Rights
2019-05-17
4
M
0
10044.072
0.00
D
Common Shares
10044.072
0
D
Restricted Share Units
2019-05-17
4
M
0
24035
0.00
D
Common Shares
24035
0
D
Dividend Equivalent Rights
2019-05-17
4
M
0
183.6415
0.00
D
Common Shares
183.6415
0
D
The award agreements underlying the Reporting Person's restricted share unit awards were modified to provide that the reported restricted share units and the associated dividend equivalent rights were settled into an equal number of restricted shares. The restricted shares will vest upon the same terms as the applicable restricted share units from which they settled, as described in the accompanying footnotes below.
Approximately 75% of the proceeds from the reported sales were used to pay the exercise price of the options exercised, taxes on the gain from the sale of shares and taxes on the settlement of the restricted share units and performance share units.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $67.46 to $67.90 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.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $67.90 to $68.56 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 gifted these securities to Miami Restaurant Holdings, LLC in an exempt transaction. The Reporting Person holds all voting and dispositive power for these securities.
The securities are held by Miami Restaurant Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Miami Restaurant Holdings LLC except to the extent of his pecuniary interest therein.
The Reporting Person gifted all of the equity interests in Miami Restaurant Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction.
The Reporting Person gifted a portion of the equity interests in Ameco Food Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction.
The securities are held by Ameco Food Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco Food Holdings LLC except to the extent of his pecuniary interest therein.
Each 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.
These options are immediately exercisable.
These options vest in accordance with the following schedule: 82,820 vest on December 31, 2019 and 333,333 vest on March 6, 2020.
Each restricted share unit represents a contingent right to receive one restricted common share.
These restricted share units vest on December 31, 2020.
Each whole dividend equivalent right represents a contingent right to receive one restricted common share.
These 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.
These restricted share units vest on December 31, 2021.
These 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.
These restricted share units vest on December 31, 2022.
These 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.
The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The 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.
These 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.
These restricted share units vest on December 31, 2023.
These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when
and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and
expiration upon the same terms as the 2019 RSUs to which they relate.
/s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz
2019-05-21