Jose E. Cil - 05 Oct 2022 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusch, as Attorney-in-Fact for Jose Cil
Issuer symbol
QSR
Transactions as of
05 Oct 2022
Net transactions value
$0
Form type
4
Filing time
07 Oct 2022, 18:03:24 UTC
Previous filing
08 Jul 2022
Next filing
04 Jan 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Gift $0 +4,928 +3.5% $0.000000 145,228 19 Sep 2022 By Trust F6, F7
transaction QSR Common Shares Gift $0 -4,928 -100% $0.000000* 0 19 Sep 2022 By GRAT F3, F6, F10
holding QSR Common Shares 143,386 05 Oct 2022 Direct
holding QSR Common Shares 46,500 05 Oct 2022 By Trust F1
holding QSR Common Shares 45,620 05 Oct 2022 By Trust F2, F3, F4, F5
holding QSR Common Shares 13,750 05 Oct 2022 By Trust F8
holding QSR Common Shares 189,750 05 Oct 2022 By Trust F9
holding QSR Common Shares 17,715 05 Oct 2022 By GRAT F2, F11
holding QSR Common Shares 45,620 05 Oct 2022 By GRAT F12
holding QSR Common Shares 60,000 05 Oct 2022 By GRAT F13
holding QSR Common Shares 66,557 05 Oct 2022 By GRAT F4, F14

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 +181 +0.97% $0.000000 18,761 05 Oct 2022 Common Shares 181 Direct F17, F18, F19
transaction QSR Performance Share Units Award $0 +2,528 +0.97% $0.000000 262,265 05 Oct 2022 Common Shares 2,528 Direct F20, F21
transaction QSR Restricted Share Units Award $0 +158 +0.97% $0.000000 16,429 05 Oct 2022 Common Shares 158 Direct F17, F18, F22
transaction QSR Performance Share Units Award $0 +3,032 +0.97% $0.000000 314,554 05 Oct 2022 Common Shares 3,032 Direct F21, F23
transaction QSR Restricted Share Units Award $0 +184 +0.97% $0.000000 19,079 05 Oct 2022 Common Shares 184 Direct F17, F18, F24
transaction QSR Performance Share Units Award $0 +2,676 +0.97% $0.000000 277,638 05 Oct 2022 Common Shares 2,676 Direct F21, F25
transaction QSR Restricted Share Units Award $0 +339 +0.97% $0.000000 35,145 05 Oct 2022 Common Shares 339 Direct F17, F18, F26
transaction QSR Restricted Share Units Award $0 +215 +0.97% $0.000000 22,257 05 Oct 2022 Common Shares 215 Direct F17, F18, F27
transaction QSR Performance Share Units Award $0 +1,032 +0.97% $0.000000 107,033 05 Oct 2022 Common Shares 1,032 Direct F21, F28
transaction QSR Restricted Share Units Award $0 +451 +0.97% $0.000000 46,750 05 Oct 2022 Common Shares 451 Direct F17, F18, F29
transaction QSR Performance Share Units Award $0 +1,470 +0.97% $0.000000 152,483 05 Oct 2022 Common Shares 1,470 Direct F21, F30
holding QSR Exchangeable units 105,758 05 Oct 2022 Common Shares 105,758 Direct F15
holding QSR Option (right to buy) 35,967 05 Oct 2022 Common Shares 35,967 $42.26 Direct F16
holding QSR Option (right to buy) 166,667 05 Oct 2022 Common Shares 166,667 $42.26 Direct F16
holding QSR Option (right to buy) 118,237 05 Oct 2022 Common Shares 118,237 $33.67 Direct F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are held by an irrevocable life insurance trust for the benefit of the Reporting Person's children and other family members. The Reporting Person's family member is the trustee of such trust.
F2 Reflects the transfer of shares previously held by the 2021 GRAT (defined below) which were contributed to the revocable trust, of which the Reporting Person is the settlor and trustee, in an exempt transaction.
F3 Reflects the transfer of shares previously held by the 2020 GRAT (defined below) which were contributed to the revocable trust, of which the Reporting Person is the settlor and trustee, in an exempt transaction.
F4 Reflects shares previously held by a revocable trust, of which the Reporting Person is the settlor and trustee, which were contributed to the Third 2022 GRAT (defined below) in an exempt transaction.
F5 These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.
F6 4,928 shares were gifted to an irrevocable family trust for the benefit of the Reporting Person's spouse and children.
F7 These shares are held by an irrevocable family trust for the benefit of the Reporting Person's spouse and children. The Reporting Person retains investment control over the Issuer securities held by such trust.
F8 These shares are held by a revocable trust, of which the Reporting Person's spouse is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.
F9 These shares are held by an irrevocable family trust for the benefit of the Reporting Person and his children. The Reporting Person retains investment control over the Issuer securities held by such trust.
F10 These shares are held by the Reporting Person's 2020 grantor retained annuity trust ("2020 GRAT"), of which the Reporting Person is the trustee and annuitant.
F11 These shares are held by the Reporting Person's 2021 grantor retained annuity trust ("2021 GRAT"), of which the Reporting Person is the trustee and annuitant.
F12 These shares are held by the Reporting Person's first 2022 grantor retained annuity trust ("First 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
F13 These shares are held by the Reporting Person's second 2022 grantor retained annuity trust ("Second 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
F14 These shares are held by the Reporting Person's third 2022 grantor retained annuity trust ("Third 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
F15 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.
F16 These options are immediately exercisable.
F17 Each restricted share unit represents a contingent right to receive one common share.
F18 Represents 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.
F19 These restricted share units vest on December 31, 2022.
F20 The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date.
F21 Represents 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.
F22 These restricted share units vest on December 31, 2023.
F23 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.
F24 These restricted share units vest on December 31, 2024.
F25 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.
F26 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
F27 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F28 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.
F29 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F30 The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2024 and to the extent earned will vest on February 25, 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.