David Chan Shear - Dec 31, 2021 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Role
President, International
Signature
/s/ Michele Keusch, as Attorney-in-Fact for David Chan Shear
Stock symbol
QSR
Transactions as of
Dec 31, 2021
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 04:57 PM
Previous filing
Oct 7, 2021
Next filing
Jan 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Options Exercise +10.4K +7.27% 153K Dec 31, 2021 Direct F1
transaction QSR Common Shares Options Exercise +5.64K +3.69% 158K Dec 31, 2021 Direct F1
transaction QSR Common Shares Options Exercise +2.74K +1.73% 161K Dec 31, 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 Restricted Share Units Options Exercise $0 -10.4K -100% $0.00* 0 Dec 31, 2021 Common Shares 10.4K Direct F4, F5
transaction QSR Restricted Share Units Options Exercise $0 -5.64K -33.33% $0.00 11.3K Dec 31, 2021 Common Shares 5.64K Direct F4, F12
transaction QSR Restricted Share Units Options Exercise $0 -2.74K -25% $0.00 8.23K Dec 31, 2021 Common Shares 2.74K Direct F4, F13
holding QSR Exchangeable Units 2.55K Dec 31, 2021 Common Shares 2.55K Direct F2
holding QSR Option (Right to Buy) 169K Dec 31, 2021 Common Shares 169K $42.26 Direct F3
holding QSR Option (Right to Buy) 100K Dec 31, 2021 Common Shares 100K $55.55 Direct
holding QSR Option (right to Buy) 40K Dec 31, 2021 Common Shares 40K $58.44 Direct
holding QSR Restricted Share Units 8.87K Dec 31, 2021 Common Shares 8.87K Direct F4, F6
holding QSR Restricted Share Units 9.32K Dec 31, 2021 Common Shares 9.32K Direct F4, F7
holding QSR Performance Share Units 55K Dec 31, 2021 Common Shares 55K Direct F8
holding QSR Option (Right to Buy) 25K Dec 31, 2021 Common Shares 25K $66.31 Direct
holding QSR Restricted Share Units 6.45K Dec 31, 2021 Common Shares 6.45K Direct F4, F9
holding QSR Performance Share Units 26.7K Dec 31, 2021 Common Shares 26.7K Direct F10
holding QSR Performance Share Units 20.7K Dec 31, 2021 Common Shares 20.7K Direct F11
holding QSR Performance Share Units 34.3K Dec 31, 2021 Common Shares 34.3K Direct F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the vesting of the Reporting Person's restricted stock units, which will settle shortly thereafter. Any shares that are withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement.
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 The shares reported represent an award of performance base restricted share units (the "2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2024, 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 on December 31, 2024.
F10 The shares reported represent an award of performance based restricted share units (the "2020-1 PBRSUs") granted to the Reporting Person. The 2020-1 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.
F11 The share reported represent an award of performance based restricted share units (the "2020-2 PBRSUs") granted to the Reporting Person. The 2020-2 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 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.
F12 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
F13 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F14 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.

Remarks:

President, International