Matthew Dunnigan - 22 Feb 2024 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
26 Feb 2024, 21:35:18 UTC
Prior SEC filing
21 Feb 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michele Keusch, as Attorney-in-Fact for Matthew Dunnigan

Key filing fact

Matthew Dunnigan filed Form 4 for Restaurant Brands International Inc. (QSR) on 26 Feb 2024.

Key facts

  • This page summarizes Matthew Dunnigan's Form 4 filing for Restaurant Brands International Inc. (QSR).
  • 6 reported transactions and 14 derivative rows are listed below.
  • Accepted by SEC: 26 Feb 2024, 21:35.

Change

  • Previous filing in this sequence was filed on 21 Feb 2024.
  • Current net transaction value: -$3,232,604.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

QSR transaction

Common Shares

Options Exercise

Transaction value
Shares
+118,992
Change %
+213%
Price
Shares after
174,855
Date
22 Feb 2024
Ownership
Direct
Footnotes
F1
QSR transaction

Common Shares

Sale

Transaction value
$3,528,244
Shares
-46,701
Change %
-27%
Price
$75.55
Shares after
128,154
Date
22 Feb 2024
Ownership
Direct
Footnotes
F2
QSR transaction

Common Shares

Award

Transaction value
$295,640
Shares
+3,922
Change %
+3.1%
Price
$75.38
Shares after
132,076
Date
23 Feb 2024
Ownership
Direct
Footnotes
F3, F4
QSR holding

Common Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
20,000
Date
22 Feb 2024
Ownership
By Spouse

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

QSR transaction Derivative

Performance Share Units

Options Exercise

Transaction value
$0
Shares
-118,992
Change %
-100%
Price
$0.000000*
Shares after
0
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
118,992
Exercise price
Footnotes
F5
QSR transaction Derivative

Restricted Share Units

Award

Transaction value
$0
Shares
+14,709
Change %
Price
$0.000000
Shares after
14,709
Date
23 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
14,709
Exercise price
Footnotes
F6, F7, F8
QSR transaction Derivative

Performance Share Units

Award

Transaction value
$0
Shares
+33,165
Change %
Price
$0.000000
Shares after
33,165
Date
23 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
33,165
Exercise price
Footnotes
F9
QSR holding Derivative

Option (Right to Buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
40,000
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
40,000
Exercise price
$55.55
Footnotes
F10
QSR holding Derivative

Option (Right to Buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
40,000
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
40,000
Exercise price
$56.92
Footnotes
F10
QSR holding Derivative

Option (Right to Buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
100,000
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
100,000
Exercise price
$58.44
Footnotes
F10
QSR holding Derivative

Option (Right to Buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
50,000
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
50,000
Exercise price
$66.31
QSR holding Derivative

Restricted Share Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
8,532
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
8,532
Exercise price
Footnotes
F6, F11
QSR holding Derivative

Performance Share Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
57,765
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
57,765
Exercise price
Footnotes
F12
QSR holding Derivative

Restricted Share Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
2,760
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
2,760
Exercise price
Footnotes
F6, F13
QSR holding Derivative

Restricted Share Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
8,471
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
8,471
Exercise price
Footnotes
F6, F14
QSR holding Derivative

Performance Share Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
52,875
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
52,875
Exercise price
Footnotes
F15
QSR holding Derivative

Restricted Share Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
11,251
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
11,251
Exercise price
Footnotes
F6, F16
QSR holding Derivative

Performance Share Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
38,068
Date
22 Feb 2024
Ownership
Direct
Underlying class
Common Shares
Underlying amount
38,068
Exercise price
Footnotes
F17
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 17 footnotes

Footnote F1

On February 22, 2024, 118,991.9018 of the Reporting Person's performance based restricted share units vested.

Footnote F2

Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.

Footnote F3

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 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares").

Footnote F4

Pursuant to the Issuer's 2023 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 New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2024.

Footnote F5

The shares reported represent an award of performance based restricted share units ("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.

Footnote F6

Each restricted share unit represents a contingent right to receive one common share.

Footnote F7

The Issuers grant the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 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 $75.38 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 2024 RSUs that have not yet vested.

Footnote F8

These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.

Footnote F9

The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 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 earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.

Footnote F10

These options are fully vested and exercisable.

Footnote F11

These restricted share units vest on December 31, 2024.

Footnote F12

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.

Footnote F13

These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

Footnote F14

These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.

Footnote 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, 2022 and to the extent earned will vest 100% 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.

Footnote F16

These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.

Footnote 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 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.

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