0001209191-22-058663.txt : 20221123 0001209191-22-058663.hdr.sgml : 20221123 20221123165039 ACCESSION NUMBER: 0001209191-22-058663 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221122 FILED AS OF DATE: 20221123 DATE AS OF CHANGE: 20221123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shear David Chan CENTRAL INDEX KEY: 0001842463 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36786 FILM NUMBER: 221416889 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] 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 2022-11-22 0 0001618756 Restaurant Brands International Inc. QSR 0001842463 Shear David Chan C/O RESTAURANT BRANDS INTERNATIONAL INC. 5707 BLUE LAGOON DRIVE MIAMI FL 33126 0 1 0 0 President, International Common Shares 2022-11-22 4 M 0 169478 42.26 A 326745.4645 D Common Shares 2022-11-22 4 S 0 166178 67.78 D 160567.4645 D Common Shares 2022-11-22 4 S 0 3300 68.47 D 157267.4645 D Exchangeable Units Common Shares 2545 2545 D Option (Right to Buy) 42.26 2022-11-22 4 M 0 169478 0.00 D 2025-03-05 Common Shares 169478 0 D Option (Right to Buy) 55.55 2027-02-23 Common Shares 100000 100000 D Option (right to Buy) 58.44 2023-02-23 2028-02-22 Common Shares 40000 40000 D Restricted Share Units Common Shares 9220.2041 9220.2041 D Restricted Share Units Common Shares 9680.2429 9680.2429 D Performance Share Units 2024-02-22 2024-02-22 Common Shares 57191.5567 57191.5567 D Option (Right to Buy) 66.31 2025-02-21 2030-02-20 Common Shares 25000 25000 D Restricted Share Units Common Shares 6698.8608 6698.8608 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 27763.8461 27763.8461 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 21486.6451 21486.6451 D Restricted Share Units Common Shares 11715.0813 11715.0813 D Restricted Share Units Common Shares 8547.7493 8547.7493 D Performance Share Units 2024-02-19 2024-02-19 Common Shares 35677.7475 35677.7475 D Restricted Share Units Common Shares 19553.16 19553.16 D Performance Share Units 2025-02-25 2025-02-25 Common Shares 60992.203 60992.203 D Represents the weighted average price of the shares sold. The reported shares were sold at prices ranging from USD$67.42 to USD$68.415 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 separate price. Represents the weighted average price of the shares sold. The reported shares were sold at prices ranging from USD$68.42 to USD$68.525 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 separate price. 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, 2022. These restricted share units vest on December 31, 2023. The shares reported represent an award of performance based restricted share units (the "2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2024, which is the fifth anniversary of the grant 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 and 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 (the "2020-2 PBRSUs") granted to the Reporting Person. The 2020-2 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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, 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, 2024 and to the extent earned will vest 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. /s/ Michele Keusch, as Attorney-in-Fact for David Chan Shear 2022-11-23