0000899243-15-009405.txt : 20151207
0000899243-15-009405.hdr.sgml : 20151207
20151207172810
ACCESSION NUMBER: 0000899243-15-009405
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151207
FILED AS OF DATE: 20151207
DATE AS OF CHANGE: 20151207
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 Restaurant Brands Holdings General Partner Ltd.
CENTRAL INDEX KEY: 0001653986
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36787
FILM NUMBER: 151273577
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 Restaurant Brands Holdings LP
CENTRAL INDEX KEY: 0001653994
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36787
FILM NUMBER: 151273578
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-12-07
0
0001618755
Restaurant Brands International Limited Partnership
QSP.UN
0001653986
3G Restaurant Brands Holdings General Partner Ltd.
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR
NEW YORK
NY
10016
0
0
1
0
0001653994
3G Restaurant Brands Holdings LP
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR
NEW YORK
NY
10016
0
0
1
0
Exchangeable units
2015-12-07
4
J
0
25692413
0.00
D
218166502
D
Exchangeable units
2015-12-07
4
J
0
25692413
0.00
A
243858915
I
See Footnote
Exchangeable units
2015-12-07
4
C
0
25692413
0.00
D
218166502
I
See Footnote
Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of RBI'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 RBI conflicts committee, in certain circumstances). This conversion right has no expiration date.
In furtherance of the internal restructuring of 3G Restaurant Brands Holdings LP ("3G RBH") on September 24, 2015, 3G Restaurant Brands Holdings General Partner Ltd. formed Holdings L115 LP ("Holdings 1") and Holdings L215 LP ("Holdings 2") and 3G RBH transferred 17,542,410 and 8,150,003 exchangeable units to Holdings 1 and Holdings 2, respectively. In consideration for the transfer, 3G RBH received good and valuable consideration. Following the transfer, 3G RBH beneficially owns 218,166,502 exchangeable units.
(Continued from footnote 2) Each of 3G RBH, Holdings 1 and Holdings 2 disclaims 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, Holdings 1 and Holdings 2 is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), or for any other purpose.
The reported transactions involved a transfer of an aggregate amount of 25,692,413 exchangeable units of RBI LP by 3G RBH to Holdings 1 and Holdings 2.
3G Restaurant Brands Holdings General Partner Ltd. is the general partner of each of 3G RBH, Holdings 1 and Holdings 2. Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by each of 3G RBH, Holdings 1 and Holdings 2. 3G Restaurant Brands Holdings General Partner Ltd. disclaims 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 is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act, or for any other purpose.
In connection with the internal restructuring and pursuant to the terms of the Partnership Agreement, 3G RBH delivered to RBI LP an exchange notice to exchange 25,692,413 exchangeable units held by 3G RBH. In connection with the transfers described above, Holdings 1 and Holdings 2 each succeeded to the rights and obligations of 3G RBH under the Partnership Agreement and the exchange notice, in each case to the extent applicable to the exchangeable units transferred. The exchange notice became irrevocable on December 7, 2015. 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by Holdings 1 and Holdings 2. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
/s/ Bernardo Piquet
2015-12-07
/s/ Bernardo Piquet
2015-12-07