4//SEC Filing
Restaurant Brands International Inc. 4
Accession 0001209191-16-104121
$QSRCIK 0001618756operating
Filed
Feb 29, 7:00 PM ET
Accepted
Mar 1, 5:54 PM ET
Size
27.6 KB
Accession
0001209191-16-104121
Insider Transaction Report
Form 4
Diaz-Sese Elias
See Remarks
Transactions
- Award
Restricted Share Units
2016-02-26+44,550→ 44,550 total→ Common Shares (44,550 underlying) - Award
Option (right to buy)
2016-02-26+150,000→ 150,000 totalExercise: $33.67From: 2021-02-26Exp: 2026-02-25→ Common Shares (150,000 underlying) - Award
Common Shares
2016-02-26$33.67/sh+12,192$410,505→ 85,289 total
Holdings
- 686
Exchangeable units
→ Common Shares (686 underlying) - 106,050
Option (right to buy)
Exercise: $3.54Exp: 2021-02-02→ Common Shares (106,050 underlying) - 68,214
Option (right to buy)
Exercise: $3.54From: 2016-12-31Exp: 2022-02-20→ Common Shares (68,214 underlying) - 32,401
Option (right to buy)
Exercise: $18.25From: 2017-12-31Exp: 2023-02-28→ Common Shares (32,401 underlying) - 250,000
Option (right to buy)
Exercise: $18.25From: 2018-03-01Exp: 2023-02-28→ Common Shares (250,000 underlying) - 21,281
Option (right to buy)
Exercise: $27.28From: 2018-12-31Exp: 2024-03-06→ Common Shares (21,281 underlying) - 452,765
Option (right to buy)
Exercise: $3.97From: 2017-03-01Exp: 2022-02-28→ Common Shares (452,765 underlying) - 21,282
Option (right to buy)
Exercise: $27.28From: 2018-12-31Exp: 2024-03-06→ Common Shares (21,282 underlying) - 25,809
Option (right to buy)
Exercise: $42.26From: 2019-12-31Exp: 2025-03-05→ Common Shares (25,809 underlying) - 180,000
Option (right to buy)
Exercise: $27.28From: 2019-03-07Exp: 2024-03-06→ Common Shares (180,000 underlying) - 166,667
Option (right to buy)
Exercise: $42.26From: 2020-03-06Exp: 2025-03-05→ Common Shares (166,667 underlying) - 42,420
Option (right to buy)
Exercise: $3.54Exp: 2021-07-31→ Common Shares (42,420 underlying)
Footnotes (8)
- [F1]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 2015 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of his 2015 net bonus to purchase common shares at a purchase price of $33.67 per share ("Investment Shares").
- [F2]Pursuant to the Issuer's 2014 Omnibus Incentive Plan, the purchase price of the Investment Shares and the exercise price for the matching restricted share units described in footnote 7 below pursuant to the Issuer's 2015 Bonus Swap Program is 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 25, 2016.
- [F3]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., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). 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 one Restaurant Brands International Limited Partnership exchangeable unit.
- [F4]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.
- [F5]These options are immediately exercisable.
- [F6]Each restricted share unit represents a contingent right to receive one common share.
- [F7]The Issuer granted the restricted share units ("RSUs") to the Reporting Person pursuant to the Issuer's 2015 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of his 2015 net bonus to purchase Investment Shares and received a matching grant of 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 $33.67 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 22,275 of the RSUs and a proportionate number of the remaining RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the RSUs.
- [F8]These restricted share units vest on December 31, 2020.
Documents
Issuer
Restaurant Brands International Inc.
CIK 0001618756
Entity typeoperating
IncorporatedOntario, Canada
Related Parties
1- filerCIK 0001618756
Filing Metadata
- Form type
- 4
- Filed
- Feb 29, 7:00 PM ET
- Accepted
- Mar 1, 5:54 PM ET
- Size
- 27.6 KB