Duncan Fulton - Feb 22, 2023 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Role
Chief Corporate Officer
Signature
/s/ Michele Keusch, as Attorney-in-Fact for Duncan Fulton
Stock symbol
QSR
Transactions as of
Feb 22, 2023
Transactions value $
$133,984
Form type
4
Date filed
2/24/2023, 06:58 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 $134K +1.98K +17.48% $67.84 13.3K 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 +8.89K $0.00 8.89K Feb 22, 2023 Common Shares 8.89K Direct F3, F13, F14
transaction QSR Performance Share Units Award $0 +21.8K $0.00 21.8K Feb 22, 2023 Common Shares 21.8K Direct F15
holding QSR Option (Right to Buy) 60K Feb 22, 2023 Common Shares 60K $63.64 Direct
holding QSR Option (Right to Buy) 15K Feb 22, 2023 Common Shares 15K $66.31 Direct
holding QSR Restricted Share Units 3.14K Feb 22, 2023 Common Shares 3.14K Direct F3, F4
holding QSR Restricted Share Units 2.95K Feb 22, 2023 Common Shares 2.95K Direct F3, F5
holding QSR Performance Share Units 57.7K Feb 22, 2023 Common Shares 57.7K Direct F6
holding QSR Performance Share Units 28K Feb 22, 2023 Common Shares 28K Direct F7
holding QSR Restricted Share Units 2.95K Feb 22, 2023 Common Shares 2.95K Direct F3, F8
holding QSR Restricted Share Units 3.6K Feb 22, 2023 Common Shares 3.6K Direct F3, F9
holding QSR Performance Share Units 18K Feb 22, 2023 Common Shares 18K Direct F10
holding QSR Restricted Share Units 8.75K Feb 22, 2023 Common Shares 8.75K Direct F3, F11
holding QSR Performance Share Units 25.4K Feb 22, 2023 Common Shares 25.4K Direct F12
* 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 CAD $91.69 per share. The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on February 21, 2023.
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 13 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 Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 21, 2023.
F3 Each restricted share unit represents a contingent right to receive one common share.
F4 These restricted share units vest on December 31, 2023.
F5 These restricted share units vest on December 31, 2024.
F6 The shares reported represent an award of performance base 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.
F7 The shares reported represent an award of performance base restricted share units (the "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 base restricted share units (the "2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning on 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 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F12 The shares reported represent an award of performance base restricted share units (the "2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning on 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.
F13 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 $67.84 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.
F14 These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F15 The shares reported represent an award of performance base restricted share units (the "2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning on 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.