0001209191-19-023902.txt : 20190405 0001209191-19-023902.hdr.sgml : 20190405 20190405193606 ACCESSION NUMBER: 0001209191-19-023902 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190403 FILED AS OF DATE: 20190405 DATE AS OF CHANGE: 20190405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kobza Joshua CENTRAL INDEX KEY: 0001574771 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36786 FILM NUMBER: 19736204 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 2019-04-03 0 0001618756 Restaurant Brands International Inc. QSR 0001574771 Kobza Joshua 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 0 1 0 0 COO Common Shares 115703 D Exchangeable units Common Shares 5413 5413 D Option (right to buy) 27.28 2024-03-06 Common Shares 32991 32991 D Option (right to buy) 27.28 2024-03-06 Common Shares 300000 300000 D Option (right to buy) 42.26 2019-12-31 2025-03-05 Common Shares 35494 35494 D Option (right to buy) 42.26 2020-03-06 2025-03-05 Common Shares 300000 300000 D Restricted Share Units Common Shares 26730 26730 D Dividend Equivalent Rights 2019-04-03 4 A 0 216.5665 0.00 A Common Shares 216.5665 1830.7849 D Performance Share Units 2021-02-26 2021-02-26 Common Shares 353500 353500 D Dividend Equivalent Rights 2019-04-03 4 A 0 2863.8143 0.00 A Common Shares 2863.8143 24179.8323 D Restricted Share Units Common Shares 20114 20114 D Dividend Equivalent Rights 2019-04-03 4 A 0 160.6312 0.00 A Common Shares 160.6312 1070.0411 D Option (right to buy) 56.92 2022-05-05 2027-05-04 Common Shares 200000 200000 D Restricted Share Units Common Shares 17111 17111 D Dividend Equivalent Rights 2019-04-03 4 A 0 134.9193 0.00 A Common Shares 134.9193 682.1577 D Restricted Share Units Common Shares 13313 13313 D Dividend Equivalent Rights 2019-04-03 4 A 0 101.7191 0.00 A Common Shares 101.7191 101.7191 D Performance Share Units 2024-02-22 2024-02-22 Common Shares 225000 225000 D Dividend Equivalent Rights 2019-04-03 4 A 0 1719.132 0.00 A Common Shares 1719.132 1719.132 D 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 exerciseable. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest on December 31, 2020. Each whole dividend equivalent right represents a contingent right to receive one common share. 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. The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition. 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. 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. 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. 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 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 three-year performance period is subject to increase or decrease based on the results of the Issuer 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. /s/ Lisa Giles-Klein, As Attorney-in-Fact for Joshua Kobza 2019-04-05