0000950170-24-020540.txt : 20240226 0000950170-24-020540.hdr.sgml : 20240226 20240226213946 ACCESSION NUMBER: 0000950170-24-020540 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240222 FILED AS OF DATE: 20240226 DATE AS OF CHANGE: 20240226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shear David Chan CENTRAL INDEX KEY: 0001842463 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36786 FILM NUMBER: 24681696 MAIL ADDRESS: STREET 1: C/O RESTAURANT BRANDS INTERNATIONAL INC. STREET 2: 5707 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 1 ownership.xml 4 X0508 4 2024-02-22 0001618756 Restaurant Brands International Inc. QSR 0001842463 Shear David Chan C/O RESTAURANT BRANDS INTERNATIONAL INC. 5707 BLUE LAGOON DRIVE MIAMI FL 33126 false true false false President, International false Common Shares 2024-02-22 4 M false 59495.9509 A 270031.0974 D Common Shares 2024-02-22 4 S false 28141.5848 75.55 D 241889.5126 D Common Shares 2024-02-23 4 A false 3713 75.38 A 245602.5126 D Performance Share Units 2024-02-22 4 M false 59495.9509 0.00 D 2024-02-22 2024-02-22 Common Shares 59495.9509 0 D Restricted Share Units 2024-02-23 4 A false 13925 0.00 A Common Shares 13925 13925 D Performance Share Units 2024-02-23 4 A false 59697 0.00 A 2027-03-15 2027-03-15 Common Shares 59697 59697 D Exchangeable Units Common Shares 2545 2545 D Option (Right to Buy) 66.31 2025-02-21 2030-02-20 Common Shares 25000 25000 D Restricted Share Units Common Shares 6968.775 6968.775 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 28882.5226 28882.5226 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 22352.397 22352.397 D Restricted Share Units Common Shares 2963.684 2963.684 D Restricted Share Units Common Shares 10170.5035 10170.5035 D Performance Share Units 2025-02-25 2025-02-25 Common Shares 63449.735 63449.735 D Restricted Share Units Common Shares 16998.5868 16998.5868 D Performance Share Units 2026-02-22 2026-02-22 Common Shares 76136.1718 76136.1718 D On February 22, 2024, 59,495.9509 of the Reporting Person's performance based restricted share units vested. Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units. 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"). 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 New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2024. The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 22, 2024, which is the fifth anniversary of the grant date. 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 2023 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 president or above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested. 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 performance based share 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 earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition. 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 restricted share units vest on December 31, 2024. The shares reported represent an award of performance based restricted share units (the "2020-1 PBRSUs") granted to the Reporting Person. The 2020-1 PBRSUs have a performance period ending December 31, 2021 adn will vest on February 21, 2025, which is the fifth anniversary of the grant date. The shares reported represent an award of performance based restricted share units ("2020-2 PBRSUs") granted to the Reporting Person. The 2020-2 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2021 and to the extent earned will vest 100% on February 21, 2025, which has been selected as the vesting date of the grant. 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 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, as Attorney-in-Fact for David Chan Shear 2024-02-26