0001209191-23-012977.txt : 20230224 0001209191-23-012977.hdr.sgml : 20230224 20230224200017 ACCESSION NUMBER: 0001209191-23-012977 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230222 FILED AS OF DATE: 20230224 DATE AS OF CHANGE: 20230224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Granat Jill CENTRAL INDEX KEY: 0001552022 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36786 FILM NUMBER: 23669571 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] 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 2023-02-22 0 0001618756 Restaurant Brands International Inc. QSR 0001552022 Granat Jill 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 0 1 0 0 See Remarks Common Shares 2023-02-22 4 A 0 3826 67.75 A 342059.3047 D Exchangeable units Common Shares 52965 52965 D Option (right to buy) 27.28 2024-03-06 Common Shares 15945 15945 D Option (right to buy) 27.28 2024-03-06 Common Shares 40000 40000 D Option (right to buy) 42.26 2025-03-05 Common Shares 13665 13665 D Option (right to buy) 42.26 2025-03-05 Common Shares 66667 66667 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 Restricted Share Units Common Shares 9863.94 9863.94 D Performance Share Units 2024-02-22 2024-02-22 Common Shares 57670.3697 57670.3697 D Option (right to buy) 66.31 2025-02-21 2030-02-20 Common Shares 25000 25000 D Restricted Share Units Common Shares 8366.4106 8366.4106 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 27996.2876 27996.2876 D Restricted Share Units Common Shares 3543.9483 3543.9483 D Restricted Share Units Common Shares 5632.73 5632.73 D Performance Share Units 2024-02-19 2024-02-19 Common Shares 21585.8669 21585.8669 D Restricted Share Units Common Shares 13308.6215 13308.6215 D Performance Share Units 2025-02-25 2025-02-25 Common Shares 35876.9969 35876.9969 D Restricted Share Units 2023-02-22 4 A 0 14350 0.00 A Common Shares 14350 14350 D Performance Share Units 2023-02-22 4 A 0 33210 0.00 A 2026-02-22 2026-02-22 Common Shares 33210 33210 D The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of her investment rights pursuant to the Issuer's 2022 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of her 2022 net bonus to purchase common shares at a purchase price of $67.75 per share ("Investment Shares"). Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 15 below pursuant to the Issuer's 2022 Bonus Swap Program 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 21, 2023. 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. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest on December 31, 2023. 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 21, 2024, which is the fifth anniversary of the grant 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 and December 31, 2023. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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. The 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, 2024 and to the extent earned will vest 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. The Issuer granted the 2023 restricted share units ("2023 RSUs") to the Reporting Person pursuant to the Issuer's 2022 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of her 2022 net bonus to purchase Investment Shares and received a matching grant of 2023 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 $67.75 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, she will forfeit all of the 2023 RSUs that have not yet vested. The 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. Senior EVP, General Counsel and Secretary /s/ Michele Keusch, as Attorney-in-Fact for Jill Granat 2023-02-24