0000899243-17-025190.txt : 20171101
0000899243-17-025190.hdr.sgml : 20171101
20171101213022
ACCESSION NUMBER: 0000899243-17-025190
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171101
FILED AS OF DATE: 20171101
DATE AS OF CHANGE: 20171101
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: 171170526
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: 171170525
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
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: 226 WYECROFT ROAD
CITY: OAKVILLE
STATE: A6
ZIP: L6K 3X7
BUSINESS PHONE: (905) 845-6511
MAIL ADDRESS:
STREET 1: 226 WYECROFT ROAD
CITY: OAKVILLE
STATE: A6
ZIP: L6K 3X7
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-11-01
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
2017-11-01
4
J
0
9050594
0.00
D
209115908
D
Exchangeable units
2017-11-01
4
J
0
9050594
0.00
A
218166502
I
See Footnote
Exchangeable units
2017-11-01
4
C
0
9050594
0.00
D
209115908
D
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 connection with an internal restructuring of 3G Restaurant Brands Holdings LP ("3G RBH"), 3G Restaurant Brands Holdings General Partner Ltd. formed HL1 17 LP ("Holdings A") and HL2 17 LP ("Holdings B") and 3G RBH transferred 4,050,594 and 5,000,000 exchangeable units to Holdings A and Holdings B, respectively. In consideration for the transfer, 3G RBH received good and valuable consideration. Following the transfer, 3G RBH beneficially owns 209,115,908 exchangeable units.
(Continued from footnote 2) Each of 3G RBH, Holdings A and Holdings B 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 A and Holdings B 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 9,050,594 exchangeable units of RBI LP by 3G RBH to Holdings A and Holdings B.
3G Restaurant Brands Holdings General Partner Ltd. is the general partner of each of 3G RBH, Holdings A and Holdings B. 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 A and Holdings B. 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 9,050,594 exchangeable units held by 3G RBH. In connection with the transfers described above, Holdings A and Holdings B 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 November 1, 2017. 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 A and Holdings B. 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
2017-11-01
/s/ Bernardo Piquet
2017-11-01