0000950170-24-020547.txt : 20240226
0000950170-24-020547.hdr.sgml : 20240226
20240226214401
ACCESSION NUMBER: 0000950170-24-020547
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240222
FILED AS OF DATE: 20240226
DATE AS OF CHANGE: 20240226
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Granat Jill
CENTRAL INDEX KEY: 0001552022
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36786
FILM NUMBER: 24681714
MAIL ADDRESS:
STREET 1: 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]
ORGANIZATION NAME: 07 Trade & Services
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
ownership.xml
4
X0508
4
2024-02-22
false
0001618756
Restaurant Brands International Inc.
QSR
0001552022
Granat Jill
130 KING STREET WEST
SUITE 300
TORONTO
A6
M5X 1E1
ONTARIO, CANADA
false
true
false
false
See Remarks
false
Common Shares
2024-02-22
4
M
false
59495.9509
A
430182.2393
D
Common Shares
2024-02-22
4
S
false
23321.8839
75.55
D
406860.3554
D
Common Shares
2024-02-23
4
A
false
3899
75.38
A
410759.3554
D
Common Shares
2024-02-26
4
M
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13665
42.26
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424424.3554
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Common Shares
2024-02-26
4
M
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66667
42.26
A
491091.3554
D
Common Shares
2024-02-26
4
S
false
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D
410759.3554
D
Performance Share Units
2024-02-22
4
M
false
59495.9509
0.00
D
2024-02-22
2024-02-22
Common Shares
59495.9509
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D
Restricted Share Units
2024-02-23
4
A
false
14622
0.00
A
Common Shares
14622
14622
D
Performance Share Units
2024-02-23
4
A
false
33165
0.00
A
2027-03-15
2027-03-15
Common Shares
33165
33165
D
Option (Right to Buy)
42.26
2024-02-26
4
M
false
13665
0.00
D
2025-03-05
Common Shares
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0
D
Option (Right to Buy)
42.26
2024-02-26
4
M
false
66667
0.00
D
2025-03-05
Common Shares
66667
0
D
Exchangeable Units
Common Shares
52965
52965
D
Option (Right to Buy)
33.67
2026-02-25
Common Shares
70000
70000
D
Option (Right to Buy)
56.92
2027-05-04
Common Shares
50000
50000
D
Option (Right to Buy)
66.31
2025-02-21
2030-02-20
Common Shares
25000
25000
D
Restricted Share Units
Common Shares
8631.2531
8631.2531
D
Performance Share Units
2025-02-21
2025-02-21
Common Shares
28882.5226
28882.5226
D
Restricted Share Units
Common Shares
2906.0722
2906.0722
D
Restricted Share Units
Common Shares
9152.9175
9152.9175
D
Performance Share Units
2025-02-25
2025-02-25
Common Shares
37012.6992
37012.6992
D
Restricted Share Units
Common Shares
11102.6759
11102.6759
D
Performance Share Units
2026-02-22
2026-02-22
Common Shares
34261.2773
34261.2773
D
On February 22, 2024, 59,495.9509 of the Reporting Person's performance based restricted share units vested.
Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.
The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares").
Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on, the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2024.
Represents the weighted average price of the shares sold. The reported shares were sold at prices ranging from $75.65 to $76.51 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 shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 22, 2024, which is the fifth anniversary of the grant date.
Each restricted share unit represents a contingent right to receive one common share.
The Issuer granted the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of her 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 RSUs in an amount equal to 50% of her 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 $75.38 per share. The RSU Multiplier was 2.25 for executive vice president or above. If the Reporting Person sells any of the Investment Shares, she will forfeit all of the 2024 RSUs that have not yet vested.
These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
These options are fully vested and exercisable.
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 restricted share units vest on December 31, 2024.
The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2022 and to the extent earned will vest 100% on February 25, 2025. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, the number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
/s/ Michele Keusch, as Attorney-in-Fact for Jill Granat
2024-02-26