SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Granat Jill

(Last) (First) (Middle)
130 KING STREET WEST
SUITE 300

(Street)
TORONTO A6 M5X 1E1

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 03/12/2019 M(1) 12,328 A $18.25 276,457 D
Common Shares 03/12/2019 M(1) 50,000 A $18.25 326,457 D
Common Shares 03/12/2019 S(1) 35,621 D $62.3(2) 290,836 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Exchangeable units(3) (3) (3) (3) Common Shares 52,965 52,965 D
Option (right to buy) $18.25 03/12/2019 M(1) 12,328 (4) 02/28/2023 Common Shares 12,328 $0.00 0 D
Option (right to buy) $18.25 03/12/2019 M(1) 50,000 (4) 02/28/2023 Common Shares 50,000 $0.00 0 D
Option (right to buy) $27.28 (4) 03/06/2024 Common Shares 15,945 15,945 D
Option (right to buy) $27.28 (4) 03/06/2024 Common Shares 40,000 40,000 D
Option (right to buy) $42.26 12/31/2019 03/05/2025 Common Shares 13,665 13,665 D
Option (right to buy) $42.26 03/06/2020 03/05/2025 Common Shares 66,667 66,667 D
Restricted Share Units (5) (6) (6) Common Shares 17,820 17,820 D
Dividend Equivalent Rights (7) (8) (8) Common Shares 1,076.1455 1,076.1455 D
Option (right to buy) $33.67 02/26/2021 02/25/2026 Common Shares 70,000 70,000 D
Restricted Share Units (5) (9) (9) Common Shares 11,701 11,701 D
Dividend Equivalent Rights (7) (10) (10) Common Shares 529.0347 529.0347 D
Option (right to buy) $56.92 05/05/2022 05/04/2027 Common Shares 50,000 50,000 D
Restricted Share Units (5) (11) (11) Common Shares 9,748 9,748 D
Dividend Equivalent Rights (7) (12) (12) Common Shares 311.7574 311.7574 D
Restricted Share Units (5) (13) (13) Common Shares 8,552 8,552 D
Performance Share Units (14) 02/22/2024 02/22/2024 Common Shares 50,000 50,000 D
Explanation of Responses:
1. The 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.
2. Represents 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.
3. 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.
4. These options are immediately exercisable.
5. Each restricted share unit represents a contingent right to receive one common share.
6. These restricted share units vest on December 31, 2020.
7. Each whole dividend equivalent right represents a contingent right to receive one common share.
8. 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.
9. These restricted share units vest on December 31, 2021.
10. 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.
11. These restricted share units vest on December 31, 2022.
12. 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.
13. These restricted share units vest on December 31, 2023.
14. The 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.
Remarks:
Senior EVP, General Counsel and Secretary
/s/ Lisa Giles-Klein, as Attorney-in-Fact for Jill Granat 03/13/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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