Jose E. Cil - 31 Dec 2022 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
31 Dec 2022
Net transactions value
$0
Form type
4
Filing time
04 Jan 2023, 16:33:54 UTC
Previous filing
07 Oct 2022
Next filing
06 Jan 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Options Exercise +18,761 +13% 162,148 31 Dec 2022 Direct F1
transaction QSR Common Shares Options Exercise +17,573 +11% 179,720 31 Dec 2022 Direct F1
transaction QSR Common Shares Options Exercise +7,419 +4.1% 187,139 31 Dec 2022 Direct F1
transaction QSR Common Shares Options Exercise +11,688 +6.2% 198,827 31 Dec 2022 Direct F1
holding QSR Common Shares 46,500 31 Dec 2022 By Trust F2
holding QSR Common Shares 45,620 31 Dec 2022 By Trust F3
holding QSR Common Shares 145,228 31 Dec 2022 By Trust F4
holding QSR Common Shares 13,750 31 Dec 2022 By Trust F5
holding QSR Common Shares 189,750 31 Dec 2022 By Trust F6
holding QSR Common Shares 17,715 31 Dec 2022 By GRAT F7
holding QSR Common Shares 45,620 31 Dec 2022 By GRAT F8
holding QSR Common Shares 60,000 31 Dec 2022 By GRAT F9
holding QSR Common Shares 66,557 31 Dec 2022 By GRAT F10

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 Restricted Share Units Options Exercise $0 -18,761 -100% $0.000000* 0 31 Dec 2022 Common Shares 18,761 Direct F13, F14
transaction QSR Restricted Share Units Options Exercise $0 -17,573 -50% $0.000000 17,573 31 Dec 2022 Common Shares 17,573 Direct F13, F20
transaction QSR Restricted Share Units Options Exercise $0 -7,419 -33% $0.000000 14,838 31 Dec 2022 Common Shares 7,419 Direct F13, F21
transaction QSR Restricted Share Units Options Exercise $0 -11,688 -25% $0.000000 35,063 31 Dec 2022 Common Shares 11,688 Direct F13, F23
holding QSR Exchangeable units 105,758 31 Dec 2022 Common Shares 105,758 Direct F11
holding QSR Option (right to buy) 35,967 31 Dec 2022 Common Shares 35,967 $42.26 Direct F12
holding QSR Option (right to buy) 166,667 31 Dec 2022 Common Shares 166,667 $42.26 Direct F12
holding QSR Option (right to buy) 118,237 31 Dec 2022 Common Shares 118,237 $33.67 Direct F12
holding QSR Performance Share Units 262,265 31 Dec 2022 Common Shares 262,265 Direct F15
holding QSR Restricted Share Units 16,429 31 Dec 2022 Common Shares 16,429 Direct F13, F16
holding QSR Performance Share Units 314,554 31 Dec 2022 Common Shares 314,554 Direct F17
holding QSR Restricted Share Units 19,079 31 Dec 2022 Common Shares 19,079 Direct F13, F18
holding QSR Performance Share Units 277,638 31 Dec 2022 Common Shares 277,638 Direct F19
holding QSR Performance Share Units 107,033 31 Dec 2022 Common Shares 107,033 Direct F22
holding QSR Performance Share Units 152,483 31 Dec 2022 Common Shares 152,483 Direct F24
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the vesting of the Reporting Person's restricted share units, which will settle shortly thereafter. Any shares that are withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 These shares are held by the Reporting Person's 2021 grantor retained annuity trust ("2021 GRAT"), of which the Reporting Person is the trustee and annuitant.
F8 These shares are held by the Reporting Person's first 2022 grantor retained annuity trust ("First 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
F9 These shares are held by the Reporting Person's second 2022 grantor retained annuity trust ("Second 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
F10 These shares are held by the Reporting Person's third 2022 grantor retained annuity trust ("Third 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
F11 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.
F12 These options are immediately exercisable.
F13 Each restricted share unit represents a contingent right to receive one common share.
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 have a performance period ending December 31, 2021 and will vest on February 21, 2024, which is the fifth anniversary of the grant date.
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 have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.
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.
F23 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F24 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.