Axel Schwan - Feb 25, 2022 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
Feb 25, 2022
Transactions value $
-$206,432
Form type
4
Date filed
3/1/2022, 05:15 PM
Previous filing
Jan 7, 2022
Next filing
Apr 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Award -$206K -3.68K -2.79% $56.05 128K Feb 25, 2022 Direct F1, F2

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 Award $0 +13.9K $0.00 13.9K Feb 25, 2022 Common Shares 13.9K Direct F3, F11, F12
holding QSR Option (right to buy) 40K Feb 25, 2022 Common Shares 40K $58.44 Direct
holding QSR Restricted Share Units 6.6K Feb 25, 2022 Common Shares 6.6K Direct F3, F4
holding QSR Option (right to buy) 30K Feb 25, 2022 Common Shares 30K $64.75 Direct
holding QSR Restricted Share Units 5.97K Feb 25, 2022 Common Shares 5.97K Direct F3, F5
holding QSR Option (right to buy) 56K Feb 25, 2022 Common Shares 56K $66.31 Direct
holding QSR Restricted Share Units 2.93K Feb 25, 2022 Common Shares 2.93K Direct F3, F6
holding QSR Performance Share Units 43.1K Feb 25, 2022 Common Shares 43.1K Direct F7
holding QSR Restricted Share Units 9.1K Feb 25, 2022 Common Shares 9.1K Direct F3, F8
holding QSR Restricted Share Units 6.09K Feb 25, 2022 Common Shares 6.09K Direct F3, F9
holding QSR Performance Share Units 27.7K Feb 25, 2022 Common Shares 27.7K Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 2021 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2021 net bonus to purchase common shares at a purchase price of $56.05 per share ("Investment Shares").
F2 Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 11 below pursuant to the Issuer's 2021 Bonus Swap Program 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 24, 2022.
F3 Each restricted share unit represents a contingent right to receive one common share.
F4 These restricted share units vest on December 31, 2022.
F5 These restricted share units vest on December 31, 2023.
F6 These restricted share units vest on December 31, 2024.
F7 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.
F8 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
F9 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F10 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.
F11 The Issuer granted the 2022 restricted share units ("2022 RSUs") to the Reporting Person pursuant to the Issuer's 2021 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2021 net bonus to purchase Investment Shares and received a matching grant of 2022 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 $56.05 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2022 RSUs that have not yet vested.
F12 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.