Sami A. Siddiqui - 22 Feb 2023 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Role: Brand Pres., Popeyes, Americas
Signature: /s/ Michele Keusch, as Attorney-in-Fact for Sami A. Siddiqui
Issuer symbol: QSR
Transactions as of: 22 Feb 2023
Net transactions value: +$160,771
Form type: 4
Filing time: 24 Feb 2023, 18:53:59 UTC
Previous filing: 06 Jan 2023
Next filing: 07 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QSR	Common Shares	Award	$160,771	+2,373	+26%	$67.75	11,644	22 Feb 2023	Direct	F1, F2, F3
holding	QSR	Common Shares						131,634	22 Feb 2023	By Trust	F4

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	+8,902		$0.000000	8,902	22 Feb 2023	Common Shares	8,902		Direct	F6, F17, F18
transaction	QSR	Performance Share Units	Award	$0	+36,900		$0.000000	36,900	22 Feb 2023	Common Shares	36,900		Direct	F19
holding	QSR	Option (Right to Buy)						80,000	22 Feb 2023	Common Shares	80,000	$55.55	Direct	F5
holding	QSR	Option (Right to Buy)						20,000	22 Feb 2023	Common Shares	20,000	$66.31	Direct
holding	QSR	Restricted Share Units						6,604	22 Feb 2023	Common Shares	6,604		Direct	F6, F7
holding	QSR	Restricted Share Units						8,021	22 Feb 2023	Common Shares	8,021		Direct	F6, F8
holding	QSR	Performance Share Units						57,670	22 Feb 2023	Common Shares	57,670		Direct	F9
holding	QSR	Performance Share Units						22,397	22 Feb 2023	Common Shares	22,397		Direct	F10
holding	QSR	Performance Share Units						21,667	22 Feb 2023	Common Shares	21,667		Direct	F11
holding	QSR	Restricted Share Units						4,725	22 Feb 2023	Common Shares	4,725		Direct	F6, F12
holding	QSR	Restricted Share Units						5,516	22 Feb 2023	Common Shares	5,516		Direct	F6, F13
holding	QSR	Performance Share Units						28,781	22 Feb 2023	Common Shares	28,781		Direct	F14
holding	QSR	Restricted Share Units						6,742	22 Feb 2023	Common Shares	6,742		Direct	F6, F15
holding	QSR	Performance Share Units						41,002	22 Feb 2023	Common Shares	41,002		Direct	F16

* 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 17 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	Reflects the transfer of 5,774 shares previously held directly by the Reporting Person to a revocable trust in a transaction exempt from reporting pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.
F4	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.
F5	These options are immediately exercisable.
F6	Each restricted share unit represents a contingent right to receive one common share.
F7	These restricted share units vest on December 31, 2023.
F8	These restricted share units vest on December 31, 2024.
F9	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.
F10	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.
F11	The shares reported represent an award of performance based restricted share units ("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.
F12	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 2023.
F13	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F14	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.
F15	These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F16	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.
F17	The Issuer granted the 2023 restricted share units ("2023 RSUS") to the Reporting Person pursuant to the Issuer's 2022 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2022 net bonus to purchase Investment Shares and received a matching grant of 2023 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 $67.75 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 2023 RSUs that have not yet vested.
F18	These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F19	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 22, 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.