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