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