0001209191-23-028020.txt : 20230508 0001209191-23-028020.hdr.sgml : 20230508 20230508172544 ACCESSION NUMBER: 0001209191-23-028020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230504 FILED AS OF DATE: 20230508 DATE AS OF CHANGE: 20230508 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: 23899056 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 X0407 4 2023-05-04 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 0 Common Shares 2023-05-04 4 M 0 25000 27.28 A 367059.3047 D Common Shares 2023-05-04 4 S 0 25000 70.18 D 342059.3047 D Common Shares 2023-05-05 4 M 0 15945 27.28 A 358004.3047 D Common Shares 2023-05-05 4 M 0 15000 27.28 A 373004.3047 D Common Shares 2023-05-05 4 S 0 30945 71.25 D 342059.3047 D Exchangeable units Common Shares 52965 52965 D Option (right to buy) 27.28 2023-05-05 4 M 0 15945 0.00 D 2024-03-06 Common Shares 15945 0 D Option (right to buy) 27.28 2023-05-04 4 M 0 25000 0.00 D 2024-03-06 Common Shares 25000 15000 D Option (right to buy) 27.28 2023-05-05 4 M 0 15000 0.00 D 2024-03-06 Common Shares 15000 0 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 9945.8912 9945.8912 D Performance Share Units 2024-02-22 2024-02-22 Common Shares 58149.5042 58149.5042 D Option (right to buy) 66.31 2025-02-21 2030-02-20 Common Shares 25000 25000 D Restricted Share Units Common Shares 8435.9201 8435.9201 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 28228.8852 28228.8852 D Restricted Share Units Common Shares 3573.392 3573.392 D Restricted Share Units Common Shares 5679.5276 5679.5276 D Performance Share Units 2024-02-19 2024-02-19 Common Shares 21765.2057 21765.2057 D Restricted Share Units Common Shares 13419.1916 13419.1916 D Performance Share Units 2025-02-25 2025-02-25 Common Shares 36175.0686 36175.0686 D Restricted Share Units Common Shares 14469.2221 14469.2221 D Performance Share Units 2026-02-22 2026-02-22 Common Shares 33485.9139 33485.9139 D Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $70.02 to $70.51 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. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $71.01 to $71.49 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. 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 fully vested and 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 22, 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 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 2023-05-08