Jeffrey Housman - Feb 22, 2024 Form 4/A Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusch, as Attorney-in-Fact for Jeffrey Housman
Stock symbol
QSR
Transactions as of
Feb 22, 2024
Transactions value $
-$1,862,067
Form type
4/A
Date filed
2/28/2024, 05:00 PM
Date Of Original Report
Feb 26, 2024
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 Options Exercise +35.7K +51.02% 106K Feb 22, 2024 Direct F1
transaction QSR Common Shares Sale -$1.06M -14.1K -13.33% $75.55 91.6K Feb 22, 2024 Direct F2
transaction QSR Common Shares Award $200K +2.65K +2.89% $75.38 94.2K Feb 23, 2024 Direct F3, F4
transaction QSR Common Shares Options Exercise $1.27M +30K +31.84% $42.26 124K Feb 23, 2024 Direct F5
transaction QSR Common Shares Sale -$2.27M -30K -24.15% $75.51 94.2K Feb 23, 2024 Direct F6

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 -35.7K -100% $0.00* 0 Feb 22, 2024 Common Shares 35.7K Direct F7
transaction QSR Restricted Share Units Award $0 +9.94K $0.00 9.94K Feb 23, 2024 Common Shares 9.94K Direct F8, F9, F10
transaction QSR Performance Share Units Award $0 +26.5K $0.00 26.5K Feb 23, 2024 Common Shares 26.5K Direct F11
transaction QSR Option (Right to Buy) Options Exercise $0 -30K -100% $0.00* 0 Feb 23, 2024 Common Shares 30K $42.26 Direct F5, F12
holding QSR Exchangeable Units 431 Feb 22, 2024 Common Shares 431 Direct F13
holding QSR Option (Right to Buy) 20K Feb 22, 2024 Common Shares 20K $55.55 Direct F12
holding QSR Option (Right to Buy) 30K Feb 22, 2024 Common Shares 30K $58.44 Direct F12
holding QSR Option (Right to Buy) 20K Feb 22, 2024 Common Shares 20K $66.31 Direct
holding QSR Restricted Share Units 2.84K Feb 22, 2024 Common Shares 2.84K Direct F8, F14
holding QSR Performance Share Units 23.1K Feb 22, 2024 Common Shares 23.1K Direct F15
holding QSR Restricted Share Units 6.92K Feb 22, 2024 Common Shares 6.92K Direct F8, F16
holding QSR Restricted Share Units 1.21K Feb 22, 2024 Common Shares 1.21K Direct F8, F16
holding QSR Restricted Share Units 6.36K Feb 22, 2024 Common Shares 6.36K Direct F8, F17
holding QSR Performance Share Units 26.4K Feb 22, 2024 Common Shares 26.4K Direct F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 22, 2024, 35,697.5705 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 This Form 4A is being filed to correct an administrative error to show the exercise of Option (Right to Buy) on February 23, 2024.
F6 Represents the weighted average price of the share sold. The prices of the shares sold pursuant to the transaction ranged from $75.28 to $75.73 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each price.
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 Each restricted share unit represents a contingent right to receive one common share.
F9 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.
F10 These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
F11 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.
F12 These options are fully vested and exercisable.
F13 Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
F14 These restricted share units vest on December 31, 2024.
F15 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.
F16 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F17 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F18 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.

Remarks:

This Form 4/A is being file to report the exercise of 30,000 options that was inadvertently not included in the original Form 4 due to an administrative error. The original Form 4 correctly reflected the sale of the shares received upon exercise of the options. There were no other changes to the original Form 4.