4//SEC Filing
Restaurant Brands International Inc. 4
Accession 0001209191-14-076108
$QSRCIK 0001618756operating
Filed
Dec 15, 7:00 PM ET
Accepted
Dec 16, 9:15 PM ET
Size
18.8 KB
Accession
0001209191-14-076108
Insider Transaction Report
Form 4
Parker Alan
Director
Transactions
- Award
Common Stock
2014-12-12+8,625→ 8,625 total - Award
Exchangeable units
2014-12-12+300→ 300 total(indirect: See Footnote)→ Common Stock (300 underlying) - Award
Common Stock
2014-12-12+14,850→ 14,850 total - Award
Common Stock
2014-12-12+29,700→ 29,700 total(indirect: See Footnote) - Award
Exchangeable units
2014-12-12+150→ 150 total→ Common Stock (150 underlying) - Award
Option (right to buy)
2014-12-12+32,786→ 32,786 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]These restricted stock units were acquired pursuant to the Arrangement Agreement, under which outstanding Burger King Worldwide restricted stock units 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).
- [F3]Pursuant to the Reporting Person's election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into 0.99 newly issued Restaurant Brands International Inc. common shares and 0.01 newly issued Restaurant Brands International Limited Partnership exchangeable units.
- [F4]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.
- [F5]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.
- [F6]These options were acquired pursuant to the Arrangement Agreement, under which outstanding 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
Restaurant Brands International Inc.
CIK 0001618756
Entity typeoperating
IncorporatedOntario, Canada
Related Parties
1- filerCIK 0001618756
Filing Metadata
- Form type
- 4
- Filed
- Dec 15, 7:00 PM ET
- Accepted
- Dec 16, 9:15 PM ET
- Size
- 18.8 KB