Axel Schwan - Feb 23, 2024 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusch, as Attorney-in-Fact for Axel Schwan
Stock symbol
QSR
Transactions as of
Feb 23, 2024
Transactions value $
$267,355
Form type
4
Date filed
2/26/2024, 09:47 PM
Previous filing
Feb 21, 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 $267K +3.55K +2.73% $75.29 133K 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 +9.91K $0.00 9.91K Feb 23, 2024 Common Shares 9.91K Direct F3, F4, F5
transaction QSR Performance Share Units Award $0 +53.1K $0.00 53.1K Feb 23, 2024 Common Shares 53.1K Direct F6
holding QSR Option (Right to Buy) 40K Feb 23, 2024 Common Shares 40K $58.44 Direct F7
holding QSR Option (Right to Buy) 30K Feb 23, 2024 Common Shares 30K $64.75 Direct F7
holding QSR Option (Right to Buy) 56K Feb 23, 2024 Common Shares 56K $66.31 Direct
holding QSR Restricted Share Units 3.14K Feb 23, 2024 Common Shares 3.14K Direct F3, F8
holding QSR Performance Share Units 46.2K Feb 23, 2024 Common Shares 46.2K Direct F9
holding QSR Restricted Share Units 2.17K Feb 23, 2024 Common Shares 2.17K Direct F3, F10
holding QSR Restricted Share Units 7.45K Feb 23, 2024 Common Shares 7.45K Direct F3, F11
holding QSR Performance Share Units 42.3K Feb 23, 2024 Common Shares 42.3K Direct F12
holding QSR Restricted Share Units 12.1K Feb 23, 2024 Common Shares 12.1K Direct F3, F13
holding QSR Performance Share Units 76.1K Feb 23, 2024 Common Shares 76.1K 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 CAD $101.60 per share ("Investment Shares"). The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on February 22, 2024.
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 Toronto 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 options are fully vested and exercisable.
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 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.