Axel Schwan - May 28, 2021 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Role: Pres., Tim Hortons Americas
Signature: /s/ Michele Keusch, as Attorney-in-Fact for Axel Schwan
Stock symbol: QSR
Transactions as of: May 28, 2021
Transactions value $: -$461,369
Form type: 4
Date filed: 6/2/2021, 06:05 PM
Previous filing: Jun 11, 2021
Next filing: Jul 9, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QSR	Common Shares	Options Exercise	$1.35M	+40K	+39.71%	$33.67	141K	May 28, 2021	Direct
transaction	QSR	Common Shares	Sale	-$1.81M	-25.9K	-18.43%	$69.73	115K	May 28, 2021	Direct	F1

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	Option (right to buy)	Options Exercise	$0	-40K	-100%	$0.00^*	0	May 28, 2021	Common Shares	40K	$33.67	Direct	F3
holding	QSR	Exchangeable Units						2.54K	May 28, 2021	Common Shares	2.54K		Direct	F2
holding	QSR	Restricted Share Units						9.07K	May 28, 2021	Common Shares	9.07K		Direct	F4, F5
holding	QSR	Option (right to buy)						40K	May 28, 2021	Common Shares	40K	$58.44	Direct
holding	QSR	Restricted Share Units						6.43K	May 28, 2021	Common Shares	6.43K		Direct	F4, F6
holding	QSR	Option (right to buy)						30K	May 28, 2021	Common Shares	30K	$64.75	Direct
holding	QSR	Restricted Share Units						5.82K	May 28, 2021	Common Shares	5.82K		Direct	F4, F7
holding	QSR	Option (right to buy)						56K	May 28, 2021	Common Shares	56K	$66.31	Direct
holding	QSR	Restricted Share Units						2.85K	May 28, 2021	Common Shares	2.85K		Direct	F4, F8
holding	QSR	Performance Share Units						42K	May 28, 2021	Common Shares	42K		Direct	F9
holding	QSR	Restricted Share Units						13.3K	May 28, 2021	Common Shares	13.3K		Direct	F4, F10
holding	QSR	Restricted Share Units						7.91K	May 28, 2021	Common Shares	7.91K		Direct	F4, F11
holding	QSR	Performance Share Units						27K	May 28, 2021	Common Shares	27K		Direct	F12

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

Explanation of Responses:

Id	Content
F1	Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $69.62 to $69.81 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. The proceeds from the sale of shares were used to cover the aggregate exercise price of the options exercised and to satisfy tax withholding obligations for the reported transactions.
F2	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.
F3	These options are immediately exercisable.
F4	Each restricted share unit represents a contingent right to receive one common share.
F5	These restricted share units vest on December 31, 2021.
F6	These restricted share units vest on December 31, 2022.
F7	These restricted share units vest on December 31, 2023.
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 will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2025, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition.
F10	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
F11	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F12	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, 2023 and to the extent earned will vest on February 19, 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.