Santoro Alexandre 4

Accession 0001209191-19-013888

CIK 0001618756other

View on SEC.gov Company Profile

Filed

Feb 25, 7:00 PM ET

Accepted

Feb 26, 9:21 PM ET

Size

29.8 KB

Accession

0001209191-19-013888

Insider Transaction Report

Form 4

Period: 2019-02-22

Restaurant Brands International Inc.QSR

Santoro Alexandre

President, Popeyes

Transactions

Award
Performance Share Units
2019-02-22+800→ 80,800 total
From: 2021-02-26Exp: 2021-02-26→ Common Shares (800 underlying)
Award
Restricted Share Units
2019-02-22+8,579→ 8,579 total
→ Common Shares (8,579 underlying)
Award
Common Shares
2019-02-22$64.75/sh+2,573$166,602→ 12,585 total
Award
Dividend Equivalent Rights
2019-02-22+41.083→ 4,874.95 total
→ Common Shares (41.083 underlying)
Award
Option (right to buy)
2019-02-22+50,000→ 50,000 total
Exercise: $64.75From: 2024-02-22Exp: 2029-02-21→ Common Shares (50,000 underlying)

Holdings

Option (right to buy)
Exercise: $37.97From: 2020-03-06Exp: 2025-06-29→ Common Shares (166,667 underlying)
166,667
Dividend Equivalent Rights
→ Common Shares (798.313 underlying)
798.313
Dividend Equivalent Rights
→ Common Shares (610.418 underlying)
610.418
Restricted Share Units
→ Common Shares (13,212 underlying)
13,212
Option (right to buy)
Exercise: $55.55From: 2022-02-24Exp: 2027-02-23→ Common Shares (120,000 underlying)
120,000
Restricted Share Units
→ Common Shares (13,501 underlying)
13,501
Restricted Share Units
→ Common Shares (9,640 underlying)
9,640
Option (right to buy)
Exercise: $56.92From: 2022-05-05Exp: 2027-05-04→ Common Shares (125,000 underlying)
125,000
Dividend Equivalent Rights
→ Common Shares (308.303 underlying)
308.303

Footnotes (17)

[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 2018 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2018 net bonus to purchase common shares at a purchase price of $64.75 per share ("Investment Shares").
[F10]Represents an award of additional dividend equivalent rights that were earned based on the results of the Issuer performance condition.
[F11]These dividend equivalent rights accrued on the 2016 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs to which they relate.
[F12]These restricted share units vest on December 31, 2021.
[F13]These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate.
[F14]These restricted share units vest on December 31, 2022.
[F15]These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.
[F16]The Issuer granted the 2019 restricted share units ("2019 RSUs") to the Reporting Person pursuant to the Issuer's 2018 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2018 net bonus to purchase Investment Shares and received a matching grant of 2019 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 $64.75 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 4,289 of the 2019 RSUs and a proportionate number of the remaining 2019 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 2019 RSUs.
[F17]These restricted share units vest on December 31, 2023.
[F2]Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 16 below pursuant to the Issuer's 2018 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 21, 2019.
[F3]Each restricted share unit represents a contingent right to receive one common share.
[F4]These restricted share units vest on December 31, 2020.
[F5]Each whole dividend equivalent right represents a contingent right to receive one common share.
[F6]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.
[F7]The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 24, 2021, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.
[F8]Represents an award of additional 2016 PBRSUs that were earned based on the results of the Issuer performance condition.
[F9]Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Restaurant Brands International Inc.

CIK 0001618756

→

Entity typeother

Related Parties

filerCIK 0001704390

Filing Metadata

Form type: 4
Filed: Feb 25, 7:00 PM ET
Accepted: Feb 26, 9:21 PM ET
Size: 29.8 KB

View on SEC.gov