4//SEC Filing
Burger King Worldwide, Inc. 4
Accession 0001209191-14-076065
CIK 0001547282operating
Filed
Dec 15, 7:00 PM ET
Accepted
Dec 16, 8:12 PM ET
Size
12.2 KB
Accession
0001209191-14-076065
Insider Transaction Report
Form 4
Parker Alan
Director
Transactions
- Disposition to Issuer
Common Stock
2014-12-12−23,625→ 0 total - Disposition to Issuer
Common Stock
2014-12-12−30,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Option (right to buy)
2014-12-12−32,786→ 0 totalExercise: $15.25From: 2017-08-02Exp: 2022-08-01→ Common Stock (32,786 underlying)
Footnotes (6)
- [F1]On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc. (f/k/a 9060669 Canada Inc. or 1011773 B.C. Unlimited Liability Company), Restaurant Brands International Limited Partnership (f/k/a New Red Canada Limited Partnership or New Red Canada Partnership), Blue Merger Sub, Inc., a corporation incorporated under the laws of Delaware, and 8997900 Canada Inc. (the "Arrangement Agreement").
- [F2]Pursuant to the Arrangement Agreement, these shares of Burger King Worldwide common stock were converted into the right to receive, in exchange for each share of Burger King Worldwide common stock held, at the Reporting Person's election, either (i) 0.99 newly issued Restaurant Brands International Inc. common shares and 0.01 newly issued Restaurant Brands International Limited Partnership exchangeable units, or (ii) one Restaurant Brands International Limited Partnership exchangeable unit. (Continued in Footnote 3)
- [F3]Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after the one year anniversary of the Merger, 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.
- [F4]Of these 23,625 common shares, 8,625 represent restricted stock units that, pursuant to the Arrangement Agreement, were converted into restricted stock units with respect to the same number of Restaurant Brands International Inc. common shares as were subject to the underlying Burger King Worldwide restricted stock units and otherwise on the same terms and conditions as were applicable under such Burger King Worldwide restricted stock units (including with respect to vesting).
- [F5]Represents an indirect interest held by Oyster Reach Limited. The Reporting Person is the sole shareholder and director of Oyster Reach Limited. The Reporting Person disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
- [F6]Pursuant to the Arrangement Agreement, these Burger King Worldwide stock options were converted into stock options with respect to the same number of Restaurant Brands International Inc. common shares as were subject to the underlying Burger King Worldwide stock options and otherwise on the same terms and conditions as were applicable under such Burger King Worldwide stock options (including with respect to vesting and exercise price).
Documents
Issuer
Burger King Worldwide, Inc.
CIK 0001547282
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001547282
Filing Metadata
- Form type
- 4
- Filed
- Dec 15, 7:00 PM ET
- Accepted
- Dec 16, 8:12 PM ET
- Size
- 12.2 KB