Jeffrey Housman - Jan 21, 2022 Form 3 Insider Report for Restaurant Brands International Inc. (QSR)

Role: Chief People & Services Officer
Signature: /s/ Michele Keusch, Attorney-in-Fact
Stock symbol: QSR
Transactions as of: Jan 21, 2022
Transactions value $: $0
Form type: 3
Date filed: 1/31/2022, 07:44 PM
Next filing: Mar 1, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	QSR	Common Shares						45.8K	Jan 21, 2022	Direct

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
holding	QSR	Exchangeable Units							Jan 21, 2022	Common Shares	431		Direct	F1
holding	QSR	Option (Right to Buy)							Jan 21, 2022	Common Shares	30K	$42.26	Direct	F2
holding	QSR	Option (Right to Buy)							Jan 21, 2022	Common Shares	20K	$55.55	Direct
holding	QSR	Restricted Share Units							Jan 21, 2022	Common Shares	2.46K		Direct	F3, F4, F5
holding	QSR	Option (Right to Buy)							Jan 21, 2022	Common Shares	30K	$58.44	Direct
holding	QSR	Restricted Share Units							Jan 21, 2022	Common Shares	3.35K		Direct	F5, F6, F7
holding	QSR	Performance Share Units							Jan 21, 2022	Common Shares	33.3K		Direct	F8, F9
holding	QSR	Option (Right to Buy)							Jan 21, 2022	Common Shares	20K	$66.31	Direct
holding	QSR	Restricted Share Units							Jan 21, 2022	Common Shares	2.65K		Direct	F5, F10, F11
holding	QSR	Performance Share Units							Jan 21, 2022	Common Shares	21.6K		Direct	F12, F13
holding	QSR	Restricted Share Units							Jan 21, 2022	Common Shares	19.4K		Direct	F5, F14, F15
holding	QSR	Restricted Share Units							Jan 21, 2022	Common Shares	3.38K		Direct	F5, F14, F16

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

Explanation of Responses:

Id	Content
F1	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.
F2	These options are immediately exercisable.
F3	These restricted share units vest on December 31, 2022.
F4	Includes 314.4997 dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
F5	Each restricted share unit represents a contingent right to receive one common share.
F6	These restricted share units vest on December 31, 2023.
F7	Includes 334.4355 dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
F8	Includes 3,326.6131 dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the performance based restricted share units to which they relate.
F9	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 increase or decrease based on the results of the performance condition.
F10	These restricted share units vest on December 31, 2024.
F11	Includes 192.9636 dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
F12	Includes 1,571.365 dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the performance based restricted share units to which they relate.
F13	The shares reported represent an award of performance based restricted share units (the "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 increase or decrease based on the results of the performance condition.
F14	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F15	Includes 858.3399 dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
F16	Includes 149.7975 dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.

Remarks:

Chief People & Services Officer