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