Jacqueline Friesner - 25 Feb 2022 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusch, As Attorney-in-Fact for Jacqueline Friesner
Issuer symbol
QSR
Transactions as of
25 Feb 2022
Net transactions value
+$121,628
Form type
4
Filing time
01 Mar 2022, 17:18:34 UTC
Previous filing
07 Jan 2022
Next filing
08 Apr 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Award $121,628 +2,170 +1.9% $56.05 117,596 25 Feb 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 +7,235 $0.000000 7,235 25 Feb 2022 Common Shares 7,235 Direct F5, F12, F13
holding QSR Exchangeable units 9,098 25 Feb 2022 Common Shares 9,098 Direct F3
holding QSR Option (right to buy) 50,000 25 Feb 2022 Common Shares 50,000 $33.67 Direct F4
holding QSR Option (right to buy) 20,000 25 Feb 2022 Common Shares 20,000 $55.55 Direct
holding QSR Restricted Share Units 4,003 25 Feb 2022 Common Shares 4,003 Direct F5, F6
holding QSR Restricted Share Units 4,903 25 Feb 2022 Common Shares 4,903 Direct F5, F7
holding QSR Performance Share Units 22,218 25 Feb 2022 Common Shares 22,218 Direct F8
holding QSR Restricted Share Units 3,941 25 Feb 2022 Common Shares 3,941 Direct F5, F9
holding QSR Performance Share Units 10,786 25 Feb 2022 Common Shares 10,786 Direct F10
holding QSR Restricted Share Units 11,636 25 Feb 2022 Common Shares 11,636 Direct F5, F11
holding QSR Restricted Share Units 3,608 25 Feb 2022 Common Shares 3,608 Direct F5, F11
* 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 her 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 her 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 12 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 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.
F4 These options are immediately exercisable.
F5 Each restricted share unit represents a contingent right to receive one common share.
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 based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2024, which is the fifth anniversary of the grant date.
F9 These restricted share units vest on December 31, 2024.
F10 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.
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 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 her 2021 net bonus to purchase Investment Shares and received a matching grant of 2022 RSUs in an amount equal to 50% of her 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 for senior vice presidents. If the Reporting Person sells any of the Investment Shares, she will forfeit all of the 2022 RSUs that have not vested.
F13 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 2025.

Remarks:

SVP, Controller and Principal Accounting Officer