Statement of Changes in Beneficial Ownership (4)
March 02 2021 - 6:08PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Kobza Joshua |
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc.
[
QSR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COO |
(Last)
(First)
(Middle)
130 KING STREET WEST, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2021 |
(Street)
TORONTO, A6 M5X 1E1
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 2/26/2021 | | M | | 402557.0486 | A | (1) | 526717.0576 | D | |
Common Shares | 2/26/2021 | | S | | 157621.0111 | D | $60.31 (2) | 369096.0465 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Exchangeable units (3) | (3) | | | | | | | (3) | (3) | Common Shares | 5413 | | 5413 | D | |
Option (right to buy) | $42.26 | | | | | | | (4) | 3/5/2025 | Common Shares | 35494 | | 35494 | D | |
Option (right to buy) | $42.26 | | | | | | | (4) | 3/5/2025 | Common Shares | 300000 | | 300000 | D | |
Performance Share Units | (5) | 2/26/2021 | | M | | | 402557.0486 | 2/26/2021 | 2/26/2021 | Common Shares | 402557.0486 | (1) | 0 | D | |
Restricted Share Units | (6) | | | | | | | (7) | (7) | Common Shares | 22579.4027 | | 22579.4027 | D | |
Option (right to buy) | $56.92 | | | | | | | 5/5/2022 | 5/4/2027 | Common Shares | 200000 | | 200000 | D | |
Restricted Share Units | (6) | | | | | | | (8) | (8) | Common Shares | 18965.1669 | | 18965.1669 | D | |
Restricted Share Units | (6) | | | | | | | (9) | (9) | Common Shares | 14298.327 | | 14298.327 | D | |
Performance Share Units | (10) | | | | | | | 2/22/2024 | 2/22/2024 | Common Shares | 241652.7885 | | 241652.7885 | D | |
Restricted Share Units | (6) | | | | | | | (11) | (11) | Common Shares | 15073.1873 | | 15073.1873 | D | |
Performance Share Units | (12) | | | | | | | 2/21/2025 | 2/21/2025 | Common Shares | 208553.2662 | | 208553.2662 | D | |
Restricted Share Units | (13) | | | | | | | (14) | (14) | Common Shares | 41250 | | 41250 | D | |
Restricted Share Units | (13) | | | | | | | (15) | (15) | Common Shares | 19591 | | 19591 | D | |
Performance Share Units | (16) | | | | | | | 2/19/2024 | 2/19/2024 | Common Shares | 83750 | | 83750 | D | |
Explanation of Responses: |
(1) | On February 26, 2021, 402,557.0486 of the Reporting Person's performance based restricted share units vested. |
(2) | Represents shares sold to cover withholding tax obligations on the settlement of the reported vesting of the Reporting Person's performance based restricted share units. |
(3) | 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. |
(4) | These options are immediately exerciseable. |
(5) | The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date. |
(6) | Each restricted share unit represents a contingent right to receive one common share. |
(7) | These restricted share units vest on December 31, 2021. |
(8) | These restricted share units vest on December 31, 2022. |
(9) | These restricted share units vest on December 31, 2023. |
(10) | The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2024, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition. |
(11) | These restricted share units vest on December 31, 2024. |
(12) | The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2025, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition. |
(13) | Each restricted share unit represents a contingent right to receive one common share. |
(14) | These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. |
(15) | These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. |
(16) | The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kobza Joshua 130 KING STREET WEST SUITE 300 TORONTO, A6 M5X 1E1 |
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| COO |
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Signatures
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/s/ Michele Keusch, As Attorney-in-Fact for Joshua Kobza | | 3/2/2021 |
**Signature of Reporting Person | Date |
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