Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Housman Jeffrey

(Last)

(First)

(Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 BLUE LAGOON DRIVE

(Street)

MIAMI

33126

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/22/2024		M		35,697.5705	A	⁽¹⁾	105,666.1605	D
Common Shares	02/22/2024		S		14,086.676⁽²⁾	D	$75.55	91,579.4845	D
Common Shares	02/23/2024		S		30,000	D	$75.51⁽³⁾	61,579.4845	D
Common Shares	02/23/2024		A		2,649⁽⁴⁾	A	$75.38⁽⁵⁾	64,228.4845	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	⁽⁶⁾	02/22/2024		M			35,697.5705	02/22/2024	02/22/2024	Common Shares	35,697.5705	$0.00	0	D
Restricted Share Units	⁽⁷⁾	02/23/2024		A		9,935⁽⁸⁾		⁽⁹⁾	⁽⁹⁾	Common Shares	9,935	$0.00	9,935	D
Performance Share Units	⁽¹⁰⁾	02/23/2024		A		26,532		03/15/2027	03/15/2027	Common Shares	26,532	$0.00	26,532	D
Exchangeable Units⁽¹¹⁾	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Shares	431		431	D
Option (Right to Buy)	$42.26							⁽¹²⁾	03/06/2025	Common Shares	30,000		30,000	D
Option (Right to Buy)	$55.55							⁽¹²⁾	02/24/2027	Common Shares	20,000		20,000	D
Option (Right to Buy)	$58.44							⁽¹²⁾	02/23/2028	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							02/21/2025	02/21/2030	Common Shares	20,000		20,000	D
Restricted Share Units	⁽⁷⁾							⁽¹³⁾	⁽¹³⁾	Common Shares	2,837.419		2,837.419	D
Performance Share Units	⁽¹⁴⁾							02/21/2025	02/21/2025	Common Shares	23,106.0181		23,106.0181	D
Restricted Share Units	⁽⁷⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common Shares	6,924.4953		6,924.4953	D
Restricted Share Units	⁽⁷⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common Shares	1,208.7399		1,208.7399	D
Restricted Share Units	⁽⁷⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common Shares	6,359.3764		6,359.3764	D
Performance Share Units	⁽¹⁷⁾							02/25/2025	02/25/2025	Common Shares	26,437.0358		26,437.0358	D
Restricted Share Units	⁽⁷⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Shares	7,224.6831		7,224.6831	D
Performance Share Units	⁽¹⁹⁾							02/22/2026	02/22/2026	Common Shares	22,840.8515		22,840.8515	D

Explanation of Responses:

1. On February 22, 2024, 35,697.5705 of the Reporting Person's performance based restricted share units vested.

2. Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.

3. Represents the weighted average price of the share sold. The prices of the shares sold pursuant to the transaction ranged from $75.28 to $75.73 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each price.

4. 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 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares").

5. Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares 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 22, 2024.

6. The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 22, 2024, which is the fifth anniversary of the grant date.

7. Each restricted share unit represents a contingent right to receive one common share.

8. The Issuers grant the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 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 $75.38 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested.

9. These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.

10. The shares reported represent an award of perforamnce based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be eaned at the end of hte performance period is subject to increase or decrease based on the results of the performance condition.

11. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, 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.

12. These options are fully vested and exercisable.

13. These restricted share units vest on December 31, 2024.

14. The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.

15. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

16. These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.

17. The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2022 and to the extent earned will vest 100% on February 25, 2025. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.

18. These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.

19. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, the number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.

	/s/ Michele Keusch, as Attorney-in-Fact for Jeffrey Housman	02/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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