4//SEC Filing
Restaurant Brands International Inc. 4
Accession 0001209191-17-015428
$QSRCIK 0001618756operating
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 6:29 PM ET
Size
30.1 KB
Accession
0001209191-17-015428
Insider Transaction Report
Form 4
Diaz-Sese Elias
See Remarks
Transactions
- Award
Common Shares
2017-02-24$55.56/sh+5,152$286,245→ 90,441 total - Award
Restricted Share Units
2017-02-24+17,060→ 17,060 total→ Common Shares (17,060 underlying)
Holdings
- 106,050
Option (right to buy)
Exercise: $3.54Exp: 2021-02-02→ Common Shares (106,050 underlying) - 42,420
Option (right to buy)
Exercise: $3.54Exp: 2021-07-31→ Common Shares (42,420 underlying) - 68,214
Option (right to buy)
Exercise: $3.54From: 2016-12-31Exp: 2022-02-20→ Common Shares (68,214 underlying) - 452,765
Option (right to buy)
Exercise: $3.97From: 2017-03-01Exp: 2022-02-28→ Common Shares (452,765 underlying) - 150,000
Option (right to buy)
Exercise: $33.67From: 2021-02-26Exp: 2026-02-25→ Common Shares (150,000 underlying) - 686
Exchangeable units
→ Common Shares (686 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) - 21,282
Option (right to buy)
Exercise: $27.28From: 2018-12-31Exp: 2024-03-06→ Common Shares (21,282 underlying) - 21,281
Option (right to buy)
Exercise: $27.28From: 2018-12-31Exp: 2024-03-06→ Common Shares (21,281 underlying) - 180,000
Option (right to buy)
Exercise: $27.28From: 2019-03-07Exp: 2024-03-06→ Common Shares (180,000 underlying) - 25,809
Option (right to buy)
Exercise: $42.26From: 2019-12-31Exp: 2025-03-05→ Common Shares (25,809 underlying) - 166,667
Option (right to buy)
Exercise: $42.26From: 2020-03-06Exp: 2025-03-05→ Common Shares (166,667 underlying) - 44,550
Restricted Share Units
→ Common Shares (44,550 underlying) - 646.887
Dividend Equivalent Rights
→ Common Shares (646.887 underlying)
Footnotes (11)
- [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 2016 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2016 net bonus to purchase common shares at a purchase price in Canadian dollars of $CAD72.86 per share ("Investment Shares"). The reported price represents the U.S. dollar equivalent following conversion using the closing exchange rate on February 23, 2017 of .7625.
- [F10]The Issuer granted the 2017 restricted share units ("2017 RSUs") to the Reporting Person pursuant to the Issuer's 2016 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2016 net bonus to purchase Investment Shares and received a matching grant of 2017 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 $55.55 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 8,530 of the 2017 RSUs and a proportionate number of the remaining 2017 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 2017 RSUs.
- [F11]These restricted share units vest on December 31, 2021.
- [F2]Pursuant to the Issuer's 2014 Plan, (i) the purchase price of the Investment Shares is the last sales price of a common share of the Issuer on the Toronto Stock Exchange on the trading day immediately preceding the grant date, and (ii) the number of matching restricted share units described in footnote 10 below pursuant to the Issuer's 2016 Bonus Swap Program 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 23, 2017.
- [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]These restricted share units vest on December 31, 2020.
- [F8]Each dividend equivalent right represents a contingent right to receive one common share.
- [F9]These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate.
Documents
Issuer
Restaurant Brands International Inc.
CIK 0001618756
Entity typeoperating
IncorporatedOntario, Canada
Related Parties
1- filerCIK 0001618756
Filing Metadata
- Form type
- 4
- Filed
- Feb 27, 7:00 PM ET
- Accepted
- Feb 28, 6:29 PM ET
- Size
- 30.1 KB