Shear David Chan 4

Accession 0000950170-24-020540

CIK 0001618756other

View on SEC.gov Company Profile

Filed

Feb 25, 7:00 PM ET

Accepted

Feb 26, 9:39 PM ET

Size

32.3 KB

Accession

0000950170-24-020540

Insider Transaction Report

Form 4

Period: 2024-02-22

Restaurant Brands International Inc.QSR

Shear David Chan

President, International

Transactions

Sale
Common Shares
2024-02-22$75.55/sh−28,141.585$2,126,097→ 241,889.513 total
Exercise/Conversion
Common Shares
2024-02-22+59,495.951→ 270,031.097 total
Award
Common Shares
2024-02-23$75.38/sh+3,713$279,886→ 245,602.513 total
Exercise/Conversion
Performance Share Units
2024-02-22−59,495.951→ 0 total
From: 2024-02-22Exp: 2024-02-22→ Common Shares (59,495.951 underlying)
Award
Restricted Share Units
2024-02-23+13,925→ 13,925 total
→ Common Shares (13,925 underlying)
Award
Performance Share Units
2024-02-23+59,697→ 59,697 total
From: 2027-03-15Exp: 2027-03-15→ Common Shares (59,697 underlying)

Holdings

Restricted Share Units
→ Common Shares (10,170.504 underlying)
10,170.504
Performance Share Units
From: 2025-02-25Exp: 2025-02-25→ Common Shares (63,449.735 underlying)
63,449.735
Restricted Share Units
→ Common Shares (16,998.587 underlying)
16,998.587
Performance Share Units
From: 2026-02-22Exp: 2026-02-22→ Common Shares (76,136.172 underlying)
76,136.172
Restricted Share Units
→ Common Shares (2,963.684 underlying)
2,963.684
Option (Right to Buy)
Exercise: $66.31From: 2025-02-21Exp: 2030-02-20→ Common Shares (25,000 underlying)
25,000
Restricted Share Units
→ Common Shares (6,968.775 underlying)
6,968.775
Performance Share Units
From: 2025-02-21Exp: 2025-02-21→ Common Shares (28,882.523 underlying)
28,882.523
Performance Share Units
From: 2025-02-21Exp: 2025-02-21→ Common Shares (22,352.397 underlying)
22,352.397
Exchangeable Units
→ Common Shares (2,545 underlying)
2,545

Footnotes (18)

[F1]On February 22, 2024, 59,495.9509 of the Reporting Person's performance based restricted share units vested.
[F10]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.
[F11]These restricted share units vest on December 31, 2024.
[F12]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.
[F13]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.
[F14]These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
[F15]These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
[F16]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.
[F17]These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
[F18]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.
[F2]Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.
[F3]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").
[F4]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.
[F5]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.
[F6]Each restricted share unit represents a contingent right to receive one common share.
[F7]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.
[F8]These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
[F9]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.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Restaurant Brands International Inc.

CIK 0001618756

→

Entity typeother

Related Parties

filerCIK 0001842463

Filing Metadata

Form type: 4
Filed: Feb 25, 7:00 PM ET
Accepted: Feb 26, 9:39 PM ET
Size: 32.3 KB

View on SEC.gov