Axel Schwan - 05 May 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
Issuer symbol: QSR
Transactions as of: 05 May 2023
Net transactions value: -$2,422,500
Form type: 4
Filing time: 08 May 2023, 17:27:47 UTC
Previous filing: 07 Apr 2023
Next filing: 10 Jul 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	Sale	$2,422,500	-34,000	-24%	$71.25	106,305	05 May 2023	Direct	F1

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
holding	QSR	Option (right to buy)						40,000	05 May 2023	Common Shares	40,000	$58.44	Direct
holding	QSR	Option (right to buy)						30,000	05 May 2023	Common Shares	30,000	$64.75	Direct
holding	QSR	Restricted Share Units						6,248	05 May 2023	Common Shares	6,248		Direct	F2, F3
holding	QSR	Option (right to buy)						56,000	05 May 2023	Common Shares	56,000	$66.31	Direct
holding	QSR	Restricted Share Units						3,066	05 May 2023	Common Shares	3,066		Direct	F2, F4
holding	QSR	Performance Share Units						45,166	05 May 2023	Common Shares	45,166		Direct	F5
holding	QSR	Restricted Share Units						4,765	05 May 2023	Common Shares	4,765		Direct	F2, F6
holding	QSR	Restricted Share Units						4,249	05 May 2023	Common Shares	4,249		Direct	F2, F7
holding	QSR	Performance Share Units						29,020	05 May 2023	Common Shares	29,020		Direct	F8
holding	QSR	Restricted Share Units						10,923	05 May 2023	Common Shares	10,923		Direct	F2, F9
holding	QSR	Performance Share Units						41,342	05 May 2023	Common Shares	41,342		Direct	F10
holding	QSR	Restricted Share Units						15,816	05 May 2023	Common Shares	15,816		Direct	F2, F11
holding	QSR	Performance Share Units						74,413	05 May 2023	Common Shares	74,413		Direct	F12

* 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 prices of the shares sold pursuant to the transaction ranged from $71.25 to $71.28 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 price.
F2	Each restricted share unit represents a contingent right to receive one common share.
F3	These restricted share units vest on December 31, 2023.
F4	These restricted share units vest on December 31, 2024.
F5	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.
F6	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
F7	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F8	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.
F9	These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F10	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.
F11	These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F12	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.