David Chan Shear - May 4, 2023 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusch, as Attorney-in-Fact for David Chan Shear
Stock symbol
QSR
Transactions as of
May 4, 2023
Transactions value $
-$1,999,794
Form type
4
Date filed
5/8/2023, 05:26 PM
Previous filing
Apr 7, 2023
Next filing
Jul 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Options Exercise $5.56M +100K +57.06% $55.55 275K May 4, 2023 Direct
transaction QSR Common Shares Options Exercise $2.34M +40K +14.53% $58.44 315K May 4, 2023 Direct
transaction QSR Common Shares Sale -$9.1M -129K -40.85% $70.62 186K May 4, 2023 Direct F1
transaction QSR Common Shares Sale -$797K -11.2K -6.01% $71.12 175K May 4, 2023 Direct 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 Option (Right to Buy) Options Exercise $0 -100K -100% $0.00* 0 May 4, 2023 Common Shares 100K $55.55 Direct F4
transaction QSR Option (right to Buy) Options Exercise $0 -40K -100% $0.00* 0 May 4, 2023 Common Shares 40K $58.44 Direct
holding QSR Exchangeable Units 2.55K May 4, 2023 Common Shares 2.55K Direct F3
holding QSR Restricted Share Units 9.84K May 4, 2023 Common Shares 9.84K Direct F5, F6
holding QSR Performance Share Units 58.1K May 4, 2023 Common Shares 58.1K Direct F7
holding QSR Option (Right to Buy) 25K May 4, 2023 Common Shares 25K $66.31 Direct
holding QSR Restricted Share Units 6.81K May 4, 2023 Common Shares 6.81K Direct F5, F8
holding QSR Performance Share Units 28.2K May 4, 2023 Common Shares 28.2K Direct F9
holding QSR Performance Share Units 21.8K May 4, 2023 Common Shares 21.8K Direct F10
holding QSR Restricted Share Units 5.96K May 4, 2023 Common Shares 5.96K Direct F5, F11
holding QSR Restricted Share Units 5.79K May 4, 2023 Common Shares 5.79K Direct F5, F12
holding QSR Performance Share Units 36.3K May 4, 2023 Common Shares 36.3K Direct F13
holding QSR Restricted Share Units 14.9K May 4, 2023 Common Shares 14.9K Direct F5, F14
holding QSR Performance Share Units 62K May 4, 2023 Common Shares 62K Direct F15
holding QSR Restricted Share Units 22.2K May 4, 2023 Common Shares 22.2K Direct F5, F16
holding QSR Performance Share Units 74.4K May 4, 2023 Common Shares 74.4K Direct F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the weighted average price of the shares sold. The reported shares were sold at prices ranging from $69.99 to $70.985 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
F2 Represents the weighted average price of the shares sold. The reported shares were sold at prices ranging from $70.99 to $71.27 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
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 22, 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.