0000899243-15-005403.txt : 20150925
0000899243-15-005403.hdr.sgml : 20150925
20150925164920
ACCESSION NUMBER: 0000899243-15-005403
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150924
FILED AS OF DATE: 20150925
DATE AS OF CHANGE: 20150925
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: A1
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: 9060669 Canada Inc.
DATE OF NAME CHANGE: 20141028
FORMER COMPANY:
FORMER CONFORMED NAME: 1011773 B.C. Unlimited Liability Co
DATE OF NAME CHANGE: 20140905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 3G Special Situations Fund II, L.P.
CENTRAL INDEX KEY: 0001552371
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36786
FILM NUMBER: 151125601
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 Special Situations Partners, Ltd.
CENTRAL INDEX KEY: 0001552372
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36786
FILM NUMBER: 151125600
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 Capital Partners Ltd.
CENTRAL INDEX KEY: 0001627802
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36786
FILM NUMBER: 151125602
BUSINESS ADDRESS:
STREET 1: 600 THIRD AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 212-893-6727
MAIL ADDRESS:
STREET 1: 600 THIRD AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 3G Capital Partners II, L.P.
CENTRAL INDEX KEY: 0001627803
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36786
FILM NUMBER: 151125603
BUSINESS ADDRESS:
STREET 1: 600 THIRD AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 212-893-6727
MAIL ADDRESS:
STREET 1: 600 THIRD AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10016
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-09-24
1
0001618756
Restaurant Brands International Inc.
QSR
0001552371
3G Special Situations Fund II, L.P.
C/O 3G CAPITAL, INC., 600 THIRD
AVENUE, 37TH FLOOR
NEW YORK
NY
10016
0
0
1
0
0001552372
3G Special Situations Partners, Ltd.
C/O 3G CAPITAL, INC., 600 THIRD
AVENUE, 37TH FLOOR
NEW YORK
NY
10016
0
0
1
0
0001627803
3G Capital Partners II, L.P.
C/O 3G CAPITAL, INC., 600 THIRD
AVENUE, 37TH FLOOR
NEW YORK
NY
10016
0
0
1
0
0001627802
3G Capital Partners Ltd.
C/O 3G CAPITAL, INC., 600 THIRD
AVENUE, 37TH FLOOR
NEW YORK
NY
10016
0
0
1
0
Exchangeable units
2015-09-24
4
J
0
243858915
A
Common Stock
243858915
243858915
D
Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after December 12, 2015 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.
On September 24, 2015, 3G Special Situations Fund II, L.P. ("3G Special Situations Fund II") completed an internal restructuring of its holdings (the "Internal Restructuring"). In connection with the Internal Restructuring, 3G Special Situations Fund II formed 3G Restaurant Brands Holdings LP ("3G RBH") and transferred to it all of its interests in Restaurant Brands International Limited Partnership ("RBI LP"). 3G RBH was formed for the purpose of continuing to hold 3G Special Situations Fund II's interests in RBI LP for the benefit of 3G Special Situations Fund II's former limited partners and general partner. In consideration for the transfer, 3G Special Situations Fund II received limited partnership interests in 3G RBH. The transferred 243,858,915 Exchangeable Units are the sole assets of 3G RBH.
3G Special Situations Fund II directly owned the reported securities. As a result, 3G Special Situations Partners, Ltd., as the general partner of 3G Special Situations Fund II, 3G Capital Partners II, L.P., as the parent company of 3G Special Situations Partners, Ltd., and 3G Capital Partners Ltd., as the general partner of 3G Capital Partners II, L.P., may be deemed to have had voting and dispositive power with respect to the reported securities. Each of 3G Special Situations Fund II, 3G Special Situations Partners, Ltd., 3G Capital Partners II, L.P. and 3G Capital Partners Ltd. disclaimed 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 was the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Bernardo Piquet
2015-09-25
/s/ Bernardo Piquet
2015-09-25
/s/ Bernardo Piquet
2015-09-25
/s/ Bernardo Piquet
2015-09-25