Matthew Dunnigan - 19 Feb 2024 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Role: CFO
Signature: /s/ Michele Keusch, as Attorney-in-Fact for Matthew Dunnigan
Issuer symbol: QSR
Transactions as of: 19 Feb 2024
Net transactions value: -$1,110,690
Form type: 4
Filing time: 21 Feb 2024, 18:00:21 UTC
Previous filing: 08 Jan 2024
Next filing: 26 Feb 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	+37,115	+111%	$0.000000	70,428	19 Feb 2024	Direct
transaction	QSR	Common Shares	Sale	$1,110,690	-14,565	-21%	$76.26	55,863	20 Feb 2024	Direct	F1
holding	QSR	Common Shares						20,000	19 Feb 2024	By Spouse

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	Performance Share Units	Options Exercise	$0	-37,115	-100%	$0.000000^*	0	19 Feb 2024	Common Shares	37,115		Direct	F2
holding	QSR	Option (Right to Buy)						40,000	19 Feb 2024	Common Shares	40,000	$55.55	Direct	F3
holding	QSR	Option (Right to Buy)						40,000	19 Feb 2024	Common Shares	40,000	$56.92	Direct	F3
holding	QSR	Option (Right to Buy)						100,000	19 Feb 2024	Common Shares	100,000	$58.44	Direct	F3
holding	QSR	Performance Share Units						118,992	19 Feb 2024	Common Shares	118,992		Direct	F4
holding	QSR	Option (Right to Buy)						50,000	19 Feb 2024	Common Shares	50,000	$66.31	Direct
holding	QSR	Restricted Share Units						8,532	19 Feb 2024	Common Shares	8,532		Direct	F5, F6
holding	QSR	Performance Share Units						57,765	19 Feb 2024	Common Shares	57,765		Direct	F7
holding	QSR	Restricted Share Units						2,760	19 Feb 2024	Common Shares	2,760		Direct	F5, F8
holding	QSR	Restricted Share Units						8,471	19 Feb 2024	Common Shares	8,471		Direct	F5, F9
holding	QSR	Performance Share Units						52,875	19 Feb 2024	Common Shares	52,875		Direct	F10
holding	QSR	Restricted Share Units						11,251	19 Feb 2024	Common Shares	11,251		Direct	F5, F11
holding	QSR	Performance Share Units						38,068	19 Feb 2024	Common Shares	38,068		Direct	F12

* 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 performance share units.
F2	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, 2021 and to the extent earned will vest 100% on February 19, 2024.
F3	These options are fully vested and exercisable.
F4	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.
F5	Each restricted share unit represents a contingent right to receive one common share.
F6	These restricted share units vest on December 31, 2024.
F7	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.
F8	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F9	These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F10	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.
F11	These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F12	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.