Thomas B. Curtis - Feb 23, 2024 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Role: Officer
Signature: /s/ Michele Keusch, as Attorney-in-Fact for Thomas B. Curtis IV
Stock symbol: QSR
Transactions as of: Feb 23, 2024
Transactions value $: $291,871
Form type: 4
Date filed: 2/26/2024, 09:46 PM
Previous filing: Jan 8, 2024
Next filing: Apr 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QSR	Common Shares	Award	$292K	+3.87K	+16.67%	$75.38	27.1K	Feb 23, 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	Restricted Share Units	Award	$0	+14.5K		$0.00	14.5K	Feb 23, 2024	Common Shares	14.5K		Direct	F3, F4, F5
transaction	QSR	Performance Share Units	Award	$0	+59.7K		$0.00	59.7K	Feb 23, 2024	Common Shares	59.7K		Direct	F6
holding	QSR	Restricted Share Units						4.12K	Feb 23, 2024	Common Shares	4.12K		Direct	F3, F7
holding	QSR	Performance Share Units						16.4K	Feb 23, 2024	Common Shares	16.4K		Direct	F8
holding	QSR	Restricted Share Units						5.4K	Feb 23, 2024	Common Shares	5.4K		Direct	F3, F9
holding	QSR	Performance Share Units						16.2K	Feb 23, 2024	Common Shares	16.2K		Direct	F10
holding	QSR	Restricted Share Units						4.9K	Feb 23, 2024	Common Shares	4.9K		Direct	F3, F11
holding	QSR	Performance Share Units						42.3K	Feb 23, 2024	Common Shares	42.3K		Direct	F12
holding	QSR	Restricted Share Units						7.03K	Feb 23, 2024	Common Shares	7.03K		Direct	F3, F13
holding	QSR	Performance Share Units						45.7K	Feb 23, 2024	Common Shares	45.7K		Direct	F14

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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").
F2	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.
F3	Each restricted share unit represents a contingent right to receive one common share.
F4	The Issuer granted 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 president or above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested.
F5	These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
F6	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.
F7	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F8	The shares reported represent an award of performance based restricted share units ("2021-1 PBRSUs") granted to the Reporting Person. The 2021-1 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on September 1, 2024, 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.
F9	These restricted share units vest in equal installments on December 15, 2022, December 15, 2023 and December 15, 2024.
F10	The shares reported represent an award of performance based restricted share units ("2021-2 PBRSUs") granted to the Reporting Person. The 2021-2 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will best on December 15, 2024, 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 31, 2022, December 31, 2023, December 31, 2024 and December 31, 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, 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.
F13	These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F14	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.