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

Role: Chief Corporate Officer
Signature: /s/ Michele Keusche, as Attorney-in-Fact for Duncan Fulton
Issuer symbol: QSR
Transactions as of: 19 Feb 2024
Net transactions value: -$759,519
Form type: 4
Filing time: 21 Feb 2024, 18:00:34 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	+18,557	+95%	$0.000000	38,040	19 Feb 2024	Direct
transaction	QSR	Common Shares	Sale	$759,519	-9,934	-26%	$76.46	28,106	20 Feb 2024	Direct	F1, F2

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	-18,557	-100%	$0.000000^*	0	19 Feb 2024	Common Shares	18,557		Direct	F3
holding	QSR	Option (Right to Buy)						60,000	19 Feb 2024	Common Shares	60,000	$63.64	Direct	F4
holding	QSR	Option (Right to Buy)						15,000	19 Feb 2024	Common Shares	15,000	$66.31	Direct
holding	QSR	Restricted Share Units						3,039	19 Feb 2024	Common Shares	3,039		Direct	F5, F6
holding	QSR	Performance Share Units						59,490	19 Feb 2024	Common Shares	59,490		Direct	F7
holding	QSR	Performance Share Units						28,879	19 Feb 2024	Common Shares	28,879		Direct	F8
holding	QSR	Restricted Share Units						1,855	19 Feb 2024	Common Shares	1,855		Direct	F5, F9
holding	QSR	Restricted Share Units						6,015	19 Feb 2024	Common Shares	6,015		Direct	F5, F10
holding	QSR	Performance Share Units						26,191	19 Feb 2024	Common Shares	26,191		Direct	F11
holding	QSR	Restricted Share Units						6,878	19 Feb 2024	Common Shares	6,878		Direct	F5, F12
holding	QSR	Performance Share Units						22,458	19 Feb 2024	Common Shares	22,458		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 performance share units.
F2	The reported shares were sold in Canadian dollars at a price of CAD$103.36 per share. The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date.
F3	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.
F4	These options are fully vested and exercisable.
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 ("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	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.
F9	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F10	These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 25, 2025.
F11	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.
F12	These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
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.