Sec Form 4 Filing - Schwartz Daniel S @ Restaurant Brands International Inc. - 2017-02-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Schwartz Daniel S
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
226 WYECROFT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2017
(Street)
OAKVILLE, A6L6K 3X7
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 02/24/2017 A 8,055 ( 1 ) A $ 55.55 ( 2 ) 37,852 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Exchangeable units ( 3 ) ( 4 ) ( 3 ) ( 4 ) ( 4 ) ( 4 ) Common Shares 137,996 137,996 D
Option (right to buy) $ 3.54 ( 5 ) 02/02/2021 Common Shares 848,420 848,420 D
Option (right to buy) $ 3.54 12/31/2016 02/20/2022 Common Shares 211,658 211,658 D
Option (right to buy) $ 3.97 03/01/2017 02/28/2022 Common Shares 503,074 503,074 D
Option (right to buy) $ 18.25 12/31/2017 02/28/2023 Common Shares 46,575 46,575 D
Option (right to buy) $ 18.25 03/01/2018 02/28/2023 Common Shares 500,000 500,000 D
Option (right to buy) $ 27.28 12/31/2018 03/06/2024 Common Shares 95,307 95,307 D
Option (right to buy) $ 27.28 03/07/2019 03/06/2024 Common Shares 400,000 400,000 D
Option (right to buy) $ 42.26 12/31/2019 03/05/2025 Common Shares 82,820 82,820 D
Option (right to buy) $ 42.26 03/06/2020 03/05/2025 Common Shares 333,333 333,333 D
Restricted Share Units ( 6 ) ( 7 ) ( 7 ) Common Shares 57,915 57,915 D
Dividend Equivalent Rights ( 8 ) ( 9 ) ( 9 ) Common Shares 840.9531 840.9531 D
Option (right to buy) $ 33.67 02/26/2021 02/25/2026 Common Shares 250,000 250,000 D
Restricted Share Units ( 6 ) 02/24/2017 A 26,850 ( 10 ) ( 11 ) ( 11 ) Common Shares 26,850 $ 0 26,850 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schwartz Daniel S
226 WYECROFT ROAD
OAKVILLE, A6L6K 3X7
X Chief Executive Officer
Signatures
/s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz 02/28/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 2016 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2016 net bonus to purchase common shares at a purchase price of $55.55 per share ("Investment Shares").
( 2 )Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 10 below pursuant to the Issuer's 2016 Bonus Swap Program 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 23, 2017.
( 3 )On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). Pursuant to the Reporting Person's election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into one Restaurant Brands International Limited Partnership exchangeable unit.
( 4 )Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after the one year anniversary of the Merger, 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.
( 5 )These options are immediately exercisable.
( 6 )Each restricted share unit represents a contingent right to receive one common share.
( 7 )These restricted share units vest on December 31, 2020.
( 8 )Each dividend equivalent right represents a contingent right to receive one common share.
( 9 )These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate.
( 10 )The Issuer granted the 2017 restricted share units ("2017 RSUs") to the Reporting Person pursuant to the Issuer's 2016 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2016 net bonus to purchase Investment Shares and received a matching grant of 2017 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 $55.55 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 13,425 of the 2017 RSUs and a proportionate number of the remaining 2017 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the 2017 RSUs.
( 11 )These restricted share units vest on December 31, 2021.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.