0001209191-20-012640.txt : 20200225 0001209191-20-012640.hdr.sgml : 20200225 20200225173849 ACCESSION NUMBER: 0001209191-20-012640 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200221 FILED AS OF DATE: 20200225 DATE AS OF CHANGE: 20200225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kobza Joshua CENTRAL INDEX KEY: 0001574771 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36786 FILM NUMBER: 20652393 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 2020-02-21 0 0001618756 Restaurant Brands International Inc. QSR 0001574771 Kobza Joshua 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 0 1 0 0 COO Common Shares 2020-02-21 4 A 0 4336 66.31 A 249832 D Exchangeable units Common Shares 5413 5413 D Option (right to buy) 42.26 2025-03-05 Common Shares 35494 35494 D Option (right to buy) 42.26 2020-03-06 2025-03-05 Common Shares 300000 300000 D Restricted Share Units Common Shares 26730 26730 D Dividend Equivalent Rights Common Shares 2463.5412 2463.5412 D Performance Share Units 2021-02-26 2021-02-26 Common Shares 353500 353500 D Dividend Equivalent Rights Common Shares 32547.2252 32547.2252 D Restricted Share Units Common Shares 20114 20114 D Dividend Equivalent Rights Common Shares 1539.3677 1539.3677 D Option (right to buy) 56.92 2022-05-05 2027-05-04 Common Shares 200000 200000 D Restricted Share Units Common Shares 17111 17111 D Dividend Equivalent Rights Common Shares 1076.3602 1076.3602 D Restricted Share Units Common Shares 13313 13313 D Dividend Equivalent Rights Common Shares 398.9185 398.9185 D Performance Share Units 2024-02-22 2024-02-22 Common Shares 225000 225000 D Dividend Equivalent Rights Common Shares 6742.0321 6742.0321 D Restricted Share Units 2020-02-21 4 A 0 14455 0.00 A Common Shares 14455 14455 D Performance Share Units 2020-02-21 4 A 0 200000 0.00 A 2025-02-21 2025-02-21 Common Shares 200000 200000 D 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 2019 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2019 net bonus to purchase common shares at a purchase price of $66.31 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 20 below pursuant to the Issuer's 2019 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 20, 2020. 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 exerciseable. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest on December 31, 2020. Each whole dividend equivalent right represents a contingent right to receive one common share. 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. The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date. These dividend equivalent rights accrued on the 2016 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs to which they relate. These restricted share units vest on December 31, 2021. 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. These restricted share units vest on December 31, 2022. 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. These restricted share units vest on December 31, 2023. These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate. The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 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. Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition. These dividend equivalent rights accrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate. The Issuer granted the 2020 restricted share units ("2020 RSUs") to the Reporting Person pursuant to the Issuer's 2019 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2019 net bonus to purchase Investment Shares and received a matching grant of 2020 RSUs in an amount equal to 50% of his 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 $66.31 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 7,228 of the 2020 RSUs and a proportionate number of the remaining 2020 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the 2020 RSUs. These restricted share units vest on December 31, 2024. The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have a performance period beginning January 1, 2020 and ending December 31, 2022 and to the extent earned will vest 100% on February 21, 2025, which is the fifth anniversary of the grant date. 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 Joshua Kobza 2020-02-25