Matthew Dunnigan - Feb 22, 2024 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Role
CFO
Signature
/s/ Michele Keusch, as Attorney-in-Fact for Matthew Dunnigan
Stock symbol
QSR
Transactions as of
Feb 22, 2024
Transactions value $
-$3,232,604
Form type
4
Date filed
2/26/2024, 09:35 PM
Previous filing
Feb 21, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Options Exercise +119K +213.01% 175K Feb 22, 2024 Direct F1
transaction QSR Common Shares Sale -$3.53M -46.7K -26.71% $75.55 128K Feb 22, 2024 Direct F2
transaction QSR Common Shares Award $296K +3.92K +3.06% $75.38 132K Feb 23, 2024 Direct F3, F4
holding QSR Common Shares 20K Feb 22, 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 -119K -100% $0.00* 0 Feb 22, 2024 Common Shares 119K Direct F5
transaction QSR Restricted Share Units Award $0 +14.7K $0.00 14.7K Feb 23, 2024 Common Shares 14.7K Direct F6, F7, F8
transaction QSR Performance Share Units Award $0 +33.2K $0.00 33.2K Feb 23, 2024 Common Shares 33.2K Direct F9
holding QSR Option (Right to Buy) 40K Feb 22, 2024 Common Shares 40K $55.55 Direct F10
holding QSR Option (Right to Buy) 40K Feb 22, 2024 Common Shares 40K $56.92 Direct F10
holding QSR Option (Right to Buy) 100K Feb 22, 2024 Common Shares 100K $58.44 Direct F10
holding QSR Option (Right to Buy) 50K Feb 22, 2024 Common Shares 50K $66.31 Direct
holding QSR Restricted Share Units 8.53K Feb 22, 2024 Common Shares 8.53K Direct F6, F11
holding QSR Performance Share Units 57.8K Feb 22, 2024 Common Shares 57.8K Direct F12
holding QSR Restricted Share Units 2.76K Feb 22, 2024 Common Shares 2.76K Direct F6, F13
holding QSR Restricted Share Units 8.47K Feb 22, 2024 Common Shares 8.47K Direct F6, F14
holding QSR Performance Share Units 52.9K Feb 22, 2024 Common Shares 52.9K Direct F15
holding QSR Restricted Share Units 11.3K Feb 22, 2024 Common Shares 11.3K Direct F6, F16
holding QSR Performance Share Units 38.1K Feb 22, 2024 Common Shares 38.1K Direct F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 22, 2024, 118,991.9018 of the Reporting Person's performance based restricted share units vested.
F2 Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.
F3 The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares").
F4 Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on, the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2024.
F5 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.
F6 Each restricted share unit represents a contingent right to receive one common share.
F7 The Issuers grant the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $75.38 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested.
F8 These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
F9 The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. 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.
F10 These options are fully vested and exercisable.
F11 These restricted share units vest on December 31, 2024.
F12 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.
F13 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F14 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F15 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.
F16 These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F17 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.