0001209191-21-037870.txt : 20210603 0001209191-21-037870.hdr.sgml : 20210603 20210603181706 ACCESSION NUMBER: 0001209191-21-037870 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210601 FILED AS OF DATE: 20210603 DATE AS OF CHANGE: 20210603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cil Jose E. CENTRAL INDEX KEY: 0001552282 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36786 FILM NUMBER: 21994013 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 2021-06-01 0 0001618756 Restaurant Brands International Inc. QSR 0001552282 Cil Jose E. 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 0 1 0 0 Chief Executive Officer Common Shares 2021-06-01 4 M 0 5300 33.67 A 255456.2573 D Common Shares 2021-06-01 4 S 0 5300 70.50 D 250156.2573 D Common Shares 2021-06-02 4 M 0 1463 33.67 A 251619.2573 D Common Shares 2021-06-02 4 S 0 1000 70.53 D 250619.2573 D Common Shares 46500 I By Trust Common Shares 4700 I By Trust Common Shares 140300 I By Trust Common Shares 13750 I By Trust Common Shares 189750 I By Trust Common Shares 90000 I By GRAT Exchangeable units Common Shares 105758 105758 D Option (right to buy) 42.26 2025-03-05 Common Shares 35967 35967 D Option (right to buy) 42.26 2025-03-05 Common Shares 166667 166667 D Option (right to buy) 33.67 2021-06-01 4 M 0 5300 0.00 D 2026-02-25 Common Shares 5300 119700 D Option (right to buy) 33.67 2021-06-02 4 M 0 1463 0.00 D 2026-02-25 Common Shares 1463 118237 D Restricted Share Units Common Shares 18891.8929 18891.8929 D Restricted Share Units Common Shares 17758.879 17758.879 D Performance Share Units 2023-02-23 2023-02-23 Common Shares 248250.1913 248250.1913 D Restricted Share Units Common Shares 15550.8995 15550.8995 D Performance Share Units 2024-02-22 2024-02-22 Common Shares 297744.0207 297744.0207 D Restricted Share Units Common Shares 18059.7287 18059.7287 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 262801.6398 262801.6398 D Restricted Share Units Common Shares 49900.6567 49900.6567 D Restricted Share Units Common Shares 28089.5333 28089.5333 D Performance Share Units 2024-02-19 2024-02-19 Common Shares 101313.4545 101313.4545 D Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $70.50 to $70.51 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. The reporting person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $70.50 to $70.56 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 shares are held by an irrevocable life insurance trust for the benefit of the Reporting Person's children and other family members. The Reporting Person's family member is the trustee of such trust. These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person and his spouse and children. These shares are held by an irrevocable family trust for the benefit of the Reporting Person's spouse and children. The Reporting Person retains investment control over the Issuer securities held by such trust. These shares are held by a revocable trust, of which the Reporting Person's spouse is the settlor and trustee for the benefit of the Reporting Person and his spouse and children. These shares are held by an irrevocable family trust for the benefit of the Reporting Person and his children. The Reporting Person retains investment control over the Issuer securities held by such trust. These shares are held by the Reporting Person's grantor retained annuity trust ("GRAT"), of which the Reporting Person is the trustee and annuitant. 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 exercisable. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest on December 31, 2021. These restricted share units vest on December 31, 2022. The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. These restricted share units vest on December 31, 2023. 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 performance period ending December 31, 2021 and to the extent earned will vest on February 21, 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 decrease based on the results of the performance condition. These restricted share units vest on December 31, 2024. The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest 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 decrease based on the results of the performance condition. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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 Jose Cil 2021-06-03