Sec Form 4 Filing - Athayde Felipe A @ Restaurant Brands International Inc. - 2019-10-03

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Athayde Felipe A
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Brand Pres., Popeyes, Americas
(Last) (First) (Middle)
5707 BLUE LAGOON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2019
(Street)
MIAMI, FL33126
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 10,338 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
Option (right to buy) $ 27.28 ( 1 ) 03/06/2024 Common Shares 2,767 2,767 D
Option (right to buy) $ 27.28 ( 1 ) 03/06/2024 Common Shares 50,000 50,000 D
Option (right to buy) $ 42.26 12/31/2019 03/05/2025 Common Shares 3,714 3,714 D
Option (right to buy) $ 42.26 03/06/2020 03/05/2025 Common Shares 133,333 133,333 D
Restricted Share Units ( 2 ) ( 3 ) ( 3 ) Common Shares 10,692 10,692 D
Dividend Equivalent Rights ( 4 ) 10/03/2019 A 81.4098 ( 5 ) ( 5 ) Common Shares 81.4098 $ 0 895.8657 D
Restricted Share Units ( 2 ) ( 6 ) ( 6 ) Common Shares 6,833 6,833 D
Dividend Equivalent Rights ( 4 ) 10/03/2019 A 51.2824 ( 7 ) ( 7 ) Common Shares 51.2824 $ 0 466.5335 D
Restricted Share Units ( 2 ) ( 8 ) ( 8 ) Common Shares 3,307 3,307 D
Dividend Equivalent Rights ( 4 ) 10/03/2019 A 24.5052 ( 9 ) ( 9 ) Common Shares 24.5052 $ 0 181.0697 D
Performance Share Units ( 10 ) 02/06/2021 02/06/2021 Common Shares 80,800 80,800 D
Dividend Equivalent Rights ( 4 ) 10/03/2019 A 615.1657 ( 11 ) ( 11 ) Common Shares 615.1657 $ 0 6,762.6835 D
Restricted Share Units ( 2 ) ( 12 ) ( 12 ) Common Shares 6,907 6,907 D
Dividend Equivalent Rights ( 4 ) 10/03/2019 A 49.5954 ( 13 ) ( 13 ) Common Shares 49.5954 $ 0 152.4105 D
Option (right to buy) $ 64.75 02/22/2024 02/21/2029 Common Shares 30,000 30,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Athayde Felipe A
5707 BLUE LAGOON DRIVE
MIAMI, FL33126
Brand Pres., Popeyes, Americas
Signatures
/s/ Lisa Giles-Klein, As Attorney-in-Fact for Felipe A. Athayde 10/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These options are immediately exercisable.
( 2 )Each restricted share unit represents a contingent right to receive one common share.
( 3 )These restricted share units vest on December 31, 2020.
( 4 )Each whole dividend equivalent right represents a contingent right to receive one common share.
( 5 )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.
( 6 )These restricted share units vest on December 31, 2021.
( 7 )These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate.
( 8 )These restricted share units vest on December 31, 2022.
( 9 )These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.
( 10 )The shares reported represent an award of performance based restricted share units (the "PBRSUs") granted to the Reporting Person. The PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date.
( 11 )These dividend equivalent rights accrued on the PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the PBRSUs to which they relate.
( 12 )These restricted share units vest on December 31, 2023.
( 13 )These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate.

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