0001209191-14-076086.txt : 20141216
0001209191-14-076086.hdr.sgml : 20141216
20141216205006
ACCESSION NUMBER: 0001209191-14-076086
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141212
FILED AS OF DATE: 20141216
DATE AS OF CHANGE: 20141216
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Restaurant Brands International Limited Partnership
CENTRAL INDEX KEY: 0001618755
IRS NUMBER: 000000000
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5505 BLUE LAGOON DRIVE
CITY: MIAMI
STATE: FL
ZIP: 33126
BUSINESS PHONE: 305-378-3000
MAIL ADDRESS:
STREET 1: 5505 BLUE LAGOON DRIVE
CITY: MIAMI
STATE: FL
ZIP: 33126
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 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: 001-36787
FILM NUMBER: 141291089
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: 001-36787
FILM NUMBER: 141291090
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 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: 001-36787
FILM NUMBER: 141291091
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 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: 001-36787
FILM NUMBER: 141291092
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
2014-12-12
0
0001618755
Restaurant Brands International Limited Partnership
QSP.UN
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
Partnership units
2014-12-12
4
A
0
243858915
A
243858915
D
On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc. (f/k/a 9060669 Canada Inc. or 1011773 B.C. Unlimited Liability Company), Restaurant Brands International Limited Partnership (f/k/a New Red Canada Limited Partnership or New Red Canada Partnership), Blue Merger Sub, Inc., a corporation incorporated under the laws of Delaware, and 8997900 Canada Inc. (the "Arrangement Agreement").
Pursuant to the Reporting Persons' election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into one Restaurant Brands International Limited Partnership exchangeable unit. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election,
(Continued from footnote 2) at any time after the one year anniversary of the Merger, 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.
3G Special Situations Fund II, L.P. directly owns the reported securities. As a result, 3G Special Situations Partners, Ltd., as the general partner of 3G Special Situations Fund II, L.P., 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 voting and dispositive power with respect to the reported securities. Each of 3G Special Situations Fund II, L.P., 3G Special Situations Partners, Ltd., 3G Capital Partners II, L.P. and 3G Capital Partners Ltd. disclaim 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 of 1934, as amended, or for any other purpose.
/s/ Bernardo Piquet
2014-12-16
/s/ Bernardo Piquet
2014-12-16
/s/ Bernardo Piquet
2014-12-16
/s/ Bernardo Piquet
2014-12-16