0000899243-15-005402.txt : 20150925 0000899243-15-005402.hdr.sgml : 20150925 20150925164902 ACCESSION NUMBER: 0000899243-15-005402 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150924 FILED AS OF DATE: 20150925 DATE AS OF CHANGE: 20150925 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Restaurant Brands International Limited Partnership CENTRAL INDEX KEY: 0001618755 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 874 SINCLAIR ROAD CITY: OAKVILLE STATE: A6 ZIP: L6K 2Y1 BUSINESS PHONE: (905) 845-6511 MAIL ADDRESS: STREET 1: 874 SINCLAIR ROAD CITY: OAKVILLE STATE: A6 ZIP: L6K 2Y1 FORMER COMPANY: FORMER CONFORMED NAME: New Red Canada Limited Partnership DATE OF NAME CHANGE: 20141031 FORMER COMPANY: FORMER CONFORMED NAME: New Red Canada Partnership DATE OF NAME CHANGE: 20140905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 3G Special Situations Partners, Ltd. CENTRAL INDEX KEY: 0001552372 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36787 FILM NUMBER: 151125594 BUSINESS ADDRESS: STREET 1: C/O 3G CAPITAL, INC. STREET 2: 600 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-893-6727 MAIL ADDRESS: STREET 1: C/O 3G CAPITAL, INC. STREET 2: 600 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 3G Special Situations Fund II, L.P. CENTRAL INDEX KEY: 0001552371 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36787 FILM NUMBER: 151125595 BUSINESS ADDRESS: STREET 1: C/O 3G CAPITAL, INC. STREET 2: 600 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-893-6727 MAIL ADDRESS: STREET 1: C/O 3G CAPITAL, INC. STREET 2: 600 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 3G Capital Partners Ltd. CENTRAL INDEX KEY: 0001627802 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36787 FILM NUMBER: 151125596 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-893-6727 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 3G Capital Partners II, L.P. CENTRAL INDEX KEY: 0001627803 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36787 FILM NUMBER: 151125597 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-893-6727 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-09-24 1 0001618755 Restaurant Brands International Limited Partnership QSP.UN 0001552371 3G Special Situations Fund II, L.P. C/O 3G CAPITAL, INC., 600 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10016 0 0 1 0 0001552372 3G Special Situations Partners, Ltd. C/O 3G CAPITAL, INC., 600 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10016 0 0 1 0 0001627803 3G Capital Partners II, L.P. C/O 3G CAPITAL, INC., 600 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10016 0 0 1 0 0001627802 3G Capital Partners Ltd. C/O 3G CAPITAL, INC., 600 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10016 0 0 1 0 Exchangeable units 2015-09-24 4 J 0 243858915 0.00 D 0 D On September 24, 2015, 3G Special Situations Fund II, L.P. ("3G Special Situations Fund II") completed an internal restructuring of its holdings (the "Internal Restructuring"). In connection with the Internal Restructuring, 3G Special Situations Fund II formed 3G Restaurant Brands Holdings LP ("3G RBH") and transferred to it all of its interests in Restaurant Brands International Limited Partnership ("RBI LP"). 3G RBH was formed for the purpose of continuing to hold 3G Special Situations Fund II's interests in RBI LP for the benefit of 3G Special Situations Fund II's former limited partners and general partner. In consideration for the transfer, 3G Special Situations Fund II received limited partnership interests in 3G RBH. The transferred 243,858,915 Exchangeable Units are the sole assets of 3G RBH. 3G Special Situations Fund II directly owned the reported securities. As a result, 3G Special Situations Partners, Ltd., as the general partner of 3G Special Situations Fund II, 3G Capital Partners II, L.P., as the parent company of 3G Special Situations Partners, Ltd., and 3G Capital Partners Ltd., as the general partner of 3G Capital Partners II, L.P., may be deemed to have had voting and dispositive power with respect to the reported securities. Each of 3G Special Situations Fund II, 3G Special Situations Partners, Ltd., 3G Capital Partners II, L.P. and 3G Capital Partners Ltd. disclaimed beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person was the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Bernardo Piquet 2015-09-25 /s/ Bernardo Piquet 2015-09-25 /s/ Bernardo Piquet 2015-09-25 /s/ Bernardo Piquet 2015-09-25