Statement of Changes in Beneficial Ownership (4)
July 02 2020 - 6:03PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Machado Fernando |
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)
Chief Marketing Officer |
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(Last)
(First)
(Middle)
130 KING STREET WEST, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2020 |
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(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 | | | | | | | | 13074 | 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 |
| Option (right to buy) | $27.28 | | | | | | | (1) | 3/6/2024 | Common Shares | 137500 | | 137500 | D | |
| Option (right to buy) | $42.26 | | | | | | | (1) | 3/5/2025 | Common Shares | 11420 | | 11420 | D | |
| Option (right to buy) | $42.26 | | | | | | | (1) | 3/5/2025 | Common Shares | 40000 | | 40000 | D | |
| Performance Share Units | (2) | | | | | | | 2/26/2021 | 2/26/2021 | Common Shares | 30315.3944 | | 30315.3944 | D | |
| Dividend Equivalent Rights | (3) | 6/30/2020 | | A | | 316.0853 | | (4) | (4) | Common Shares | 316.0853 | $0.00 | 3584.7558 | D | |
| Restricted Share Units | (5) | | | | | | | (6) | (6) | Common Shares | 8757 | | 8757 | D | |
| Dividend Equivalent Rights | (3) | 6/30/2020 | | A | | 91.3595 | | (7) | (7) | Common Shares | 91.3595 | $0.00 | 1041.3093 | D | |
| Restricted Share Units | (5) | | | | | | | (8) | (8) | Common Shares | 4989 | | 4989 | D | |
| Dividend Equivalent Rights | (3) | 6/30/2020 | | A | | 51.304 | | (9) | (9) | Common Shares | 51.304 | $0.00 | 513.3535 | D | |
| Option (right to buy) | $58.44 | | | | | | | 2/23/2023 | 2/22/2028 | Common Shares | 40000 | | 40000 | D | |
| Restricted Share Units | (5) | | | | | | | (10) | (10) | Common Shares | 3966 | | 3966 | D | |
| Dividend Equivalent Rights | (3) | 6/30/2020 | | A | | 40.2678 | | (11) | (11) | Common Shares | 40.2678 | $0.00 | 352.7192 | D | |
| Performance Share Units | (12) | | | | | | | 2/22/2024 | 2/22/2024 | Common Shares | 190000 | | 190000 | D | |
| Dividend Equivalent Rights | (13) | 6/30/2020 | | A | | 1847.6867 | | (14) | (14) | Common Shares | 1847.6867 | $0.00 | 8164.4006 | D | |
| Restricted Share Units | (5) | | | | | | | (15) | (15) | Common Shares | 5662 | | 5662 | D | |
| Dividend Equivalent Rights | (3) | 6/30/2020 | | A | | 55.7061 | | (16) | (16) | Common Shares | 55.7061 | $0.00 | 312.4803 | D | |
| Restricted Share Units | (5) | | | | | | | (17) | (17) | Common Shares | 10638 | | 10638 | D | |
| Dividend Equivalent Rights | (3) | 6/30/2020 | | A | | 101.618 | | (18) | (18) | Common Shares | 101.618 | $0.00 | 260.531 | D | |
| Explanation of Responses: |
| (1) | These options are immediately exercisable. |
| (2) | 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 on February 26, 2021, which is the fifth anniversary of the grant date. |
| (3) | Each whole dividend equivalent right represents a contingent right to receive one common share. |
| (4) | 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. |
| (5) | Each restricted share unit represents a contingent right to receive one common share. |
| (6) | These restricted share units vest on December 31, 2020. |
| (7) | 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. |
| (8) | These restricted share units vest on December 31, 2021. |
| (9) | 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. |
| (10) | These restricted share units vest on December 31, 2022. |
| (11) | 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. |
| (12) | 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 three-year performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% on February 22, 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 increase or decrease based on the results of the performance condition. |
| (13) | 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. |
| (14) | These dividend equivalent rights accrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to
settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate. |
| (15) | These restricted share units vest on December 31, 2023. |
| (16) | These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 RSUs and vest
proportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate. |
| (17) | These restricted share units vest on December 31, 2024. |
| (18) | These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Machado Fernando
130 KING STREET WEST
SUITE 300
TORONTO, A6 M5X 1E1 |
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| Chief Marketing Officer |
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Signatures
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| /s/ Michele Keusch, as Attorney-in-Fact for Fernando Machado | | 7/2/2020 |
| **Signature of Reporting Person | Date |
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