Duncan Fulton - 25 Feb 2025 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusche, as Attorney-in-Fact for Duncan Fulton
Issuer symbol
QSR
Transactions as of
25 Feb 2025
Net transactions value
-$3,042,787
Form type
4
Filing time
27 Feb 2025, 17:26:11 UTC
Previous filing
25 Feb 2025
Next filing
04 Mar 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Options Exercise $0 +36,742 +81% $0.000000 81,990 25 Feb 2025 Direct F1
transaction QSR Common Shares Sale $1,264,637 -19,668 -24% $64.30 62,322 25 Feb 2025 Direct F2, F3
transaction QSR Common Shares Sale $1,778,150 -27,500 -44% $64.66 34,822 27 Feb 2025 Direct 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 Performance Share Units Options Exercise $0 -27,063 -100% $0.000000 0 25 Feb 2025 Common Shares 27,063 Direct F10
holding QSR Option (Right to Buy) 60,000 25 Feb 2025 Common Shares 60,000 $63.64 Direct F5, F6
holding QSR Option (Right to Buy) 15,000 25 Feb 2025 Common Shares 15,000 $66.31 Direct F6, F7
holding QSR Restricted Share Units 3,108 25 Feb 2025 Common Shares 3,108 Direct F8, F9
holding QSR Restricted Share Units 4,737 25 Feb 2025 Common Shares 4,737 Direct F8, F11
holding QSR Performance Share Units 23,205 25 Feb 2025 Common Shares 23,205 Direct F12
holding QSR Restricted Share Units 7,446 25 Feb 2025 Common Shares 7,446 Direct F8, F13
holding QSR Performance Share Units 20,493 25 Feb 2025 Common Shares 20,493 Direct F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The 2022 PBRSUs vested at 135.76% of target based on the results of the performance condition.
F2 Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.
F3 The reported shares were sold in Canadian dollars at a price of CAD$91.87 per share. The sale price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date.
F4 Represents the weighted average price of the shares sold. The reported shares were sold at prices ranging from USD $64.28 to USD $65.15 per share. The sale price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date. 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.
F5 The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent.
F6 These options are fully vested and exercisable.
F7 The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent.
F8 Each restricted share unit represents a contingent right to receive one common share.
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.
F13 These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
F14 The shares reported represent an award of perforamnce based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning Febuary 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be eaned at the end of hte performance period is subject to increase or decrease based on the results of the performance condition.