0001209191-20-064660.txt : 20201221
0001209191-20-064660.hdr.sgml : 20201221
20201221164903
ACCESSION NUMBER: 0001209191-20-064660
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201217
FILED AS OF DATE: 20201221
DATE AS OF CHANGE: 20201221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWAN AXEL MR
CENTRAL INDEX KEY: 0001594977
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36786
FILM NUMBER: 201404848
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
2020-12-17
0
0001618756
Restaurant Brands International Inc.
QSR
0001594977
SCHWAN AXEL MR
130 KING STREET WEST
SUITE 300
TORONTO
A6
M5X 1E1
ONTARIO, CANADA
0
1
0
0
Pres., Tim Hortons Americas
Common Shares
2020-12-17
4
M
0
40625
42.26
A
65758
D
Common Shares
2020-12-17
4
S
0
32356
62.03
D
33402
D
Exchangeable Units
Common Shares
2539
2539
D
Option (right to buy)
42.26
2020-12-17
4
M
0
40625
0.00
D
2025-03-05
Common Shares
40625
0
D
Option (right to buy)
33.67
2021-02-26
2026-02-25
Common Shares
40000
40000
D
Restricted Share Units
Common Shares
17820
17820
D
Dividend Equivalent Rights
Common Shares
2298.543
2298.543
D
Restricted Share Units
Common Shares
8013
8013
D
Dividend Equivalent Rights
Common Shares
904.09
904.09
D
Option (right to buy)
58.44
2023-02-23
2028-02-22
Common Shares
40000
40000
D
Restricted Share Units
Common Shares
5757
5757
D
Dividend Equivalent Rights
Common Shares
568.4512
568.4512
D
Option (right to buy)
64.75
2024-02-22
2029-02-21
Common Shares
30000
30000
D
Restricted Share Units
Common Shares
5372
5372
D
Dividend Equivalent Rights
Common Shares
347.5163
347.5163
D
Option (right to buy)
66.31
2025-02-21
2030-02-20
Common Shares
56000
56000
D
Restricted Share Units
Common Shares
2715
2715
D
Dividend Equivalent Rights
Common Shares
91.5374
91.5374
D
Performance Share Units
2025-02-21
2025-02-21
Common Shares
40000
40000
D
Dividend Equivalent Rights
Common Shares
1348.6179
1348.6179
D
The Reporting Person exercised these options in order to retain ownership of all shares, less those required to be sold to pay the exercise price and applicable taxes.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $61.59 to $62.27 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each price. The proceeds from the sale of shares were used to cover the aggregate exercise price of the options exercised and to satisfy tax withholding obligations for all of the reported transactions.
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 exercisable.
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.
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.
These restricted share units vest on December 31, 2024.
These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate.
The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period beginning January 1, 2020 and ending December 31, 2022 and to the extent earned will vest 100% on February 21, 2025, which is the fifth anniversary of the grant date. 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.
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 2020 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 PBRSUs to which they relate.
/s/ Michele Keusch, as Attorney-in-Fact for Axel Schwan
2020-12-21