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

Role
Pres., Tim Hortons Americas
Signature
/s/ Michele Keusch, as Attorney-in-Fact for Axel Schwan
Stock symbol
QSR
Transactions as of
Feb 22, 2023
Transactions value $
$278,958
Form type
4
Date filed
2/24/2023, 06:59 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 $279K +4.11K +3.02% $67.84 140K 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 +15.7K $0.00 15.7K Feb 22, 2023 Common Shares 15.7K Direct F3, F12, F13
transaction QSR Performance Share Units Award $0 +73.8K $0.00 73.8K Feb 22, 2023 Common Shares 73.8K Direct F14
holding QSR Option (right to buy) 40K Feb 22, 2023 Common Shares 40K $58.44 Direct
holding QSR Option (right to buy) 30K Feb 22, 2023 Common Shares 30K $64.75 Direct
holding QSR Restricted Share Units 6.2K Feb 22, 2023 Common Shares 6.2K Direct F3, F4
holding QSR Option (right to buy) 56K Feb 22, 2023 Common Shares 56K $66.31 Direct
holding QSR Restricted Share Units 3.04K Feb 22, 2023 Common Shares 3.04K Direct F3, F5
holding QSR Performance Share Units 44.8K Feb 22, 2023 Common Shares 44.8K Direct F6
holding QSR Restricted Share Units 4.73K Feb 22, 2023 Common Shares 4.73K Direct F3, F7
holding QSR Restricted Share Units 4.21K Feb 22, 2023 Common Shares 4.21K Direct F3, F8
holding QSR Performance Share Units 28.8K Feb 22, 2023 Common Shares 28.8K Direct F9
holding QSR Restricted Share Units 10.8K Feb 22, 2023 Common Shares 10.8K Direct F3, F10
holding QSR Performance Share Units 41K Feb 22, 2023 Common Shares 41K Direct 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 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 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 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.
F7 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
F8 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F9 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.
F10 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F11 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.
F12 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.
F13 These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F14 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.