Jose E. Cil - 01 Jun 2021 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusch, as Attorney-in-Fact for Jose Cil
Issuer symbol
QSR
Transactions as of
01 Jun 2021
Net transactions value
-$216,470
Form type
4
Filing time
03 Jun 2021, 18:17:06 UTC
Next filing
09 Jul 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Options Exercise $178,451 +5,300 +2.1% $33.67 255,456 01 Jun 2021 Direct
transaction QSR Common Shares Sale $373,650 -5,300 -2.1% $70.50 250,156 01 Jun 2021 Direct F1
transaction QSR Common Shares Options Exercise $49,259 +1,463 +0.58% $33.67 251,619 02 Jun 2021 Direct F2
transaction QSR Common Shares Sale $70,530 -1,000 -0.4% $70.53 250,619 02 Jun 2021 Direct F3
holding QSR Common Shares 46,500 01 Jun 2021 By Trust F4
holding QSR Common Shares 4,700 01 Jun 2021 By Trust F5
holding QSR Common Shares 140,300 01 Jun 2021 By Trust F6
holding QSR Common Shares 13,750 01 Jun 2021 By Trust F7
holding QSR Common Shares 189,750 01 Jun 2021 By Trust F8
holding QSR Common Shares 90,000 01 Jun 2021 By GRAT F9

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 -5,300 -4.2% $0.000000 119,700 01 Jun 2021 Common Shares 5,300 $33.67 Direct F11
transaction QSR Option (right to buy) Options Exercise $0 -1,463 -1.2% $0.000000 118,237 02 Jun 2021 Common Shares 1,463 $33.67 Direct F11
holding QSR Exchangeable units 105,758 01 Jun 2021 Common Shares 105,758 Direct F10
holding QSR Option (right to buy) 35,967 01 Jun 2021 Common Shares 35,967 $42.26 Direct F11
holding QSR Option (right to buy) 166,667 01 Jun 2021 Common Shares 166,667 $42.26 Direct F11
holding QSR Restricted Share Units 18,892 01 Jun 2021 Common Shares 18,892 Direct F12, F13
holding QSR Restricted Share Units 17,759 01 Jun 2021 Common Shares 17,759 Direct F12, F14
holding QSR Performance Share Units 248,250 01 Jun 2021 Common Shares 248,250 Direct F15
holding QSR Restricted Share Units 15,551 01 Jun 2021 Common Shares 15,551 Direct F12, F16
holding QSR Performance Share Units 297,744 01 Jun 2021 Common Shares 297,744 Direct F17
holding QSR Restricted Share Units 18,060 01 Jun 2021 Common Shares 18,060 Direct F12, F18
holding QSR Performance Share Units 262,802 01 Jun 2021 Common Shares 262,802 Direct F19
holding QSR Restricted Share Units 49,901 01 Jun 2021 Common Shares 49,901 Direct F12, F20
holding QSR Restricted Share Units 28,090 01 Jun 2021 Common Shares 28,090 Direct F12, F21
holding QSR Performance Share Units 101,313 01 Jun 2021 Common Shares 101,313 Direct F22
* 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 $70.50 to $70.51 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 The reporting person exercised these options in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes.
F3 Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $70.50 to $70.56 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.
F4 These shares are held by an irrevocable life insurance trust for the benefit of the Reporting Person's children and other family members. The Reporting Person's family member is the trustee of such trust.
F5 These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.
F6 These shares are held by an irrevocable family trust for the benefit of the Reporting Person's spouse and children. The Reporting Person retains investment control over the Issuer securities held by such trust.
F7 These shares are held by a revocable trust, of which the Reporting Person's spouse is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.
F8 These shares are held by an irrevocable family trust for the benefit of the Reporting Person and his children. The Reporting Person retains investment control over the Issuer securities held by such trust.
F9 These shares are held by the Reporting Person's grantor retained annuity trust ("GRAT"), of which the Reporting Person is the trustee and annuitant.
F10 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.
F11 These options are immediately exercisable.
F12 Each restricted share unit represents a contingent right to receive one common share.
F13 These restricted share units vest on December 31, 2021.
F14 These restricted share units vest on December 31, 2022.
F15 The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date.
F16 These restricted share units vest on December 31, 2023.
F17 The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2024, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition.
F18 These restricted share units vest on December 31, 2024.
F19 The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2025, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition.
F20 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
F21 These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
F22 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.