0001209191-20-051172.txt : 20200918 0001209191-20-051172.hdr.sgml : 20200918 20200918170702 ACCESSION NUMBER: 0001209191-20-051172 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200916 FILED AS OF DATE: 20200918 DATE AS OF CHANGE: 20200918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Machado Fernando CENTRAL INDEX KEY: 0001801288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36786 FILM NUMBER: 201184622 MAIL ADDRESS: STREET 1: 5707 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 2020-09-16 0 0001618756 Restaurant Brands International Inc. QSR 0001801288 Machado Fernando 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 0 1 0 0 Chief Marketing Officer Common Shares 2020-09-16 4 M 0 1200 27.28 A 14274 D Common Shares 2020-09-16 4 S 0 1200 58.03 D 13074 D Common Shares 2020-09-18 4 M 0 13300 27.28 A 26374 D Common Shares 2020-09-18 4 S 0 15584 56.11 D 10790 D Option (right to buy) 27.28 2020-09-16 4 M 0 1200 0.00 D 2024-03-06 Common Shares 1200 136300 D Option (right to buy) 27.28 2020-09-18 4 M 0 13300 0.00 D 2024-03-06 Common Shares 13300 123000 D Option (right to buy) 42.26 2025-03-05 Common Shares 11420 11420 D Option (right to buy) 42.26 2025-03-05 Common Shares 40000 40000 D Performance Share Units 2021-02-26 2021-02-26 Common Shares 30315.3944 30315.3944 D Dividend Equivalent Rights Common Shares 3584.7558 3584.7558 D Restricted Share Units Common Shares 8757 8757 D Dividend Equivalent Rights Common Shares 1041.3093 1041.3093 D Restricted Share Units Common Shares 4989 4989 D Dividend Equivalent Rights Common Shares 513.3535 513.3535 D Option (right to buy) 58.44 2023-02-23 2028-02-22 Common Shares 40000 40000 D Restricted Share Units Common Shares 3966 3966 D Dividend Equivalent Rights Common Shares 352.7192 352.7192 D Performance Share Units 2024-02-22 2024-02-22 Common Shares 190000 190000 D Dividend Equivalent Rights Common Shares 8164.4006 8164.4006 D Restricted Share Units Common Shares 5662 5662 D Dividend Equivalent Rights Common Shares 312.4803 312.4803 D Restricted Share Units Common Shares 10638 10638 D Dividend Equivalent Rights Common Shares 260.531 260.531 D Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $58.01 to $58.09 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $56.00 to $56.25 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. These options are immediately exercisable. 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 on February 26, 2021, which is the fifth anniversary of the grant date. Each whole dividend equivalent right represents a contingent right to receive one common share. 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. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest on December 31, 2020. 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. 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. 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 to the extent earned 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 performance period is subject to increase or decrease based on the results of the 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. 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. These restricted share units vest on December 31, 2024. These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate. /s/ Michele Keusch, as Attorney-in-Fact for Fernando Machado 2020-09-18