Jeffrey Housman - 15 Dec 2023 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Role
Chief People & Services Officer
Signature
/s/ Michele Keusch, as Attorney-in-Fact for Jeffrey Housman
Issuer symbol
QSR
Transactions as of
15 Dec 2023
Net transactions value
-$69,343
Form type
4
Filing time
19 Dec 2023, 17:36:43 UTC
Previous filing
06 Oct 2023
Next filing
03 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Options Exercise $0 +2,392 +4% $0.000000 61,975 15 Dec 2023 Direct
transaction QSR Common Shares Sale $69,343 -941 -1.5% $73.68 61,034 15 Dec 2023 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction QSR Restricted Share Units Options Exercise $0 -2,392 -25% $0.000000 7,173 15 Dec 2023 Common Shares 2,392 Direct F2, F3
holding QSR Exchangeable Units 431 15 Dec 2023 Common Shares 431 Direct F4
holding QSR Option (Right to Buy) 30,000 15 Dec 2023 Common Shares 30,000 $42.26 Direct F5
holding QSR Option (Right to Buy) 20,000 15 Dec 2023 Common Shares 20,000 $55.55 Direct F5
holding QSR Option (Right to Buy) 30,000 15 Dec 2023 Common Shares 30,000 $58.44 Direct F5
holding QSR Restricted Share Units 3,563 15 Dec 2023 Common Shares 3,563 Direct F2, F6
holding QSR Performance Share Units 35,442 15 Dec 2023 Common Shares 35,442 Direct F7
holding QSR Option (Right to Buy) 20,000 15 Dec 2023 Common Shares 20,000 $66.31 Direct
holding QSR Restricted Share Units 2,817 15 Dec 2023 Common Shares 2,817 Direct F2, F8
holding QSR Performance Share Units 22,941 15 Dec 2023 Common Shares 22,941 Direct F9
holding QSR Restricted Share Units 13,750 15 Dec 2023 Common Shares 13,750 Direct F2, F10
holding QSR Restricted Share Units 2,399 15 Dec 2023 Common Shares 2,399 Direct F2, F10
holding QSR Restricted Share Unit 9,471 15 Dec 2023 Common Shares 9,471 Direct F2, F11
holding QSR Performance Share Units 26,248 15 Dec 2023 Common Shares 26,248 Direct F12
holding QSR Performance Share Units 22,678 15 Dec 2023 Common Shares 22,678 Direct F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's restricted share units.
F2 Each restricted share unit represents a contingent right to receive one common share.
F3 These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F4 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.
F5 These options are fully vested and exercisable.
F6 These restricted share units vest on December 31, 2023.
F7 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.
F8 These restricted share units vest on December 31, 2024.
F9 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.
F10 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F11 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 25, 2025.
F12 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, 2024 and to the extent earned will vest 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.
F13 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.

Remarks:

Chief People & Services Officer