David Chan Shear - Feb 22, 2023 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
Feb 22, 2023
Transactions value $
$396,880
Form type
4
Date filed
2/24/2023, 06:52 PM
Previous filing
Jan 6, 2023
Next filing
Apr 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Award $397K +5.86K +3.46% $67.75 175K Feb 22, 2023 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 +22K $0.00 22K Feb 22, 2023 Common Shares 22K Direct F5, F16
transaction QSR Performance Share Units Award $0 +73.8K $0.00 73.8K Feb 22, 2023 Common Shares 73.8K Direct F17
holding QSR Exchangeable Units 2.55K Feb 22, 2023 Common Shares 2.55K Direct F3
holding QSR Option (Right to Buy) 100K Feb 22, 2023 Common Shares 100K $55.55 Direct F4
holding QSR Option (right to Buy) 40K Feb 22, 2023 Common Shares 40K $58.44 Direct
holding QSR Restricted Share Units 9.76K Feb 22, 2023 Common Shares 9.76K Direct F5, F6
holding QSR Performance Share Units 57.7K Feb 22, 2023 Common Shares 57.7K Direct F7
holding QSR Option (Right to Buy) 25K Feb 22, 2023 Common Shares 25K $66.31 Direct
holding QSR Restricted Share Units 6.75K Feb 22, 2023 Common Shares 6.75K Direct F5, F8
holding QSR Performance Share Units 28K Feb 22, 2023 Common Shares 28K Direct F9
holding QSR Performance Share Units 21.7K Feb 22, 2023 Common Shares 21.7K Direct F10
holding QSR Restricted Share Units 5.91K Feb 22, 2023 Common Shares 5.91K Direct F5, F11
holding QSR Restricted Share Units 5.75K Feb 22, 2023 Common Shares 5.75K Direct F5, F12
holding QSR Performance Share Units 36K Feb 22, 2023 Common Shares 36K Direct F13
holding QSR Restricted Share Units 14.8K Feb 22, 2023 Common Shares 14.8K Direct F5, F14
holding QSR Performance Share Units 61.5K Feb 22, 2023 Common Shares 61.5K Direct F15
* 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 2022 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2022 net bonus to purchase common shares at a purchase price of $67.75 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 16 below pursuant to the Issuer's 2022 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 21, 2023.
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, 2023.
F7 The shares reported represent an award of performance based restricted share units (the "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.
F8 These restricted share units vest on December 31, 2024.
F9 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 have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.
F10 The shares reported represent an award of performance based restricted share units (the "2020-2 PBRSUs") granted to the Reporting Person. The 2020-2 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025.
F11 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
F12 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F13 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.
F14 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F15 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.
F16 These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F17 The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 25, 2026. 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.