Axel Schwan - 19 May 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
Issuer symbol
QSR
Transactions as of
19 May 2021
Net transactions value
$0
Form type
4
Filing time
11 Jun 2021, 17:30:06 UTC
Next filing
02 Jun 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Conversion of derivative security $0 +2,539 +2.2% $0.000000 117,331 19 May 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 Exchangeable Units Conversion of derivative security -2,539 -100% 0 19 May 2021 Common Shares 2,539 Direct F1, F2
holding QSR Restricted Share Units 9,068 19 May 2021 Common Shares 9,068 Direct F3, F4
holding QSR Option (right to buy) 40,000 19 May 2021 Common Shares 40,000 $58.44 Direct
holding QSR Restricted Share Units 6,432 19 May 2021 Common Shares 6,432 Direct F3, F5
holding QSR Option (right to buy) 30,000 19 May 2021 Common Shares 30,000 $64.75 Direct
holding QSR Restricted Share Units 5,816 19 May 2021 Common Shares 5,816 Direct F3, F6
holding QSR Option (right to buy) 56,000 19 May 2021 Common Shares 56,000 $66.31 Direct
holding QSR Restricted Share Units 2,854 19 May 2021 Common Shares 2,854 Direct F3, F7
holding QSR Performance Share Units 42,048 19 May 2021 Common Shares 42,048 Direct F8
holding QSR Restricted Share Units 13,307 19 May 2021 Common Shares 13,307 Direct F3, F9
holding QSR Restricted Share Units 7,912 19 May 2021 Common Shares 7,912 Direct F3, F10
holding QSR Performance Share Units 27,017 19 May 2021 Common Shares 27,017 Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 19, 2021 the reported exchangeable units of Restaurant Brands International Limited Partnership converted into an equal number of common shares of Restaurant Brands International Inc. at the election of the Reporting Person.
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 Each restricted share unit represents a contingent right to receive one common share.
F4 These restricted share units vest on December 31, 2021.
F5 These restricted share units vest on December 31, 2022.
F6 These restricted share units vest on December 31, 2023.
F7 These restricted share units vest on December 31, 2024.
F8 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.
F9 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
F10 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F11 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.