0000950170-24-024264.txt : 20240301
0000950170-24-024264.hdr.sgml : 20240301
20240301204209
ACCESSION NUMBER: 0000950170-24-024264
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240223
FILED AS OF DATE: 20240301
DATE AS OF CHANGE: 20240301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWAN AXEL MR
CENTRAL INDEX KEY: 0001594977
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36786
FILM NUMBER: 24712577
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]
ORGANIZATION NAME: 07 Trade & Services
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/A
1
ownership.xml
4/A
X0508
4/A
2024-02-23
2024-02-26
0001618756
Restaurant Brands International Inc.
QSR
0001594977
SCHWAN AXEL MR
130 KING STREET WEST
SUITE 300
TORONTO
A6
M5X 1E1
ONTARIO, CANADA
false
true
false
false
Pres., Tim Hortons Americas
false
Common Shares
2024-02-23
4
A
false
3551
75.29
A
133479.1983
D
Restricted Share Units
2024-02-23
4
A
false
13361
0.00
A
Common Shares
13361
13361
D
Performance Share Units
2024-02-23
4
A
false
53064
0.00
A
2027-03-15
2027-03-15
Common Shares
53064
53064
D
Option (Right to Buy)
58.44
2028-02-28
Common Shares
40000
40000
D
Option (Right to Buy)
64.75
2029-02-21
Common Shares
30000
30000
D
Option (Right to Buy)
66.31
2025-02-21
2030-02-20
Common Shares
56000
56000
D
Restricted Share Units
Common Shares
3136.642
3136.642
D
Performance Share Units
2025-02-21
2025-02-21
Common Shares
46212.0361
46212.0361
D
Restricted Share Units
Common Shares
2173.7376
2173.7376
D
Restricted Share Units
Common Shares
7450.871
7450.871
D
Performance Share Units
2025-02-25
2025-02-25
Common Shares
42299.4695
42299.4695
D
Restricted Share Units
Common Shares
12136.3947
12136.3947
D
Performance Share Units
2026-02-22
2026-02-22
Common Shares
76136.1718
76136.1718
D
The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares"). The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on February 22, 2024.
Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on, the last sales price of a common share of the Issuer on the Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2024.
Each restricted share unit represents a contingent right to receive one common share.
The Issuer granted the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $75.38 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested.
This Form 4/A is being filed to correct the amount of RSUs awarded on February 23, 2024 due to an administrative error.
These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
The shares reported represent an award of performanceshare units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be eaned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
These options are fully vested and exercisable.
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 have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2022 and to the extent earned will vest 100% on February 25, 2025. 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.
These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, 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, Attorney-in-Fact for Axel Schwan
2024-03-01