Sec Form 4 Filing - Friesner Jacqueline @ Restaurant Brands International Inc. - 2021-02-19

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
Friesner Jacqueline
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)
See Remarks
(Last) (First) (Middle)
130 KING STREET WEST, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2021
(Street)
TORONTO, A6M5X 1E1
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 02/19/2021 A 1,594 ( 1 ) A $ 60.55 ( 2 ) 109,065.0878 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 ) ( 3 ) ( 3 ) ( 3 ) Common Shares 9,098 9,098 D
Option (right to buy) $ 42.26 ( 4 ) 03/05/2025 Common Shares 6,005 6,005 D
Option (right to buy) $ 42.26 ( 4 ) 03/05/2025 Common Shares 40,000 40,000 D
Option (right to buy) $ 33.67 02/26/2021 02/25/2026 Common Shares 50,000 50,000 D
Restricted Share Units ( 5 ) ( 6 ) ( 6 ) Common Shares 5,388.3431 5,388.3431 ( 7 ) D
Option (right to buy) $ 55.55 02/24/2022 02/23/2027 Common Shares 20,000 20,000 D
Restricted Share Units ( 5 ) ( 8 ) ( 8 ) Common Shares 3,870.397 3,870.397 ( 9 ) D
Restricted Share Units ( 5 ) ( 10 ) ( 10 ) Common Shares 4,740.6907 4,740.6907 ( 11 ) D
Performance Share Units ( 12 ) 02/22/2024 02/22/2024 Common Shares 21,480.2479 21,480.2479 ( 13 ) D
Restricted Share Units ( 5 ) ( 14 ) ( 14 ) Common Shares 3,810.2682 3,810.2682 ( 15 ) D
Performance Share Units ( 16 ) 02/21/2025 02/21/2025 Common Shares 10,427.6633 10,427.6633 ( 17 ) D
Restricted Share Units ( 5 ) 02/19/2021 A 15,000 ( 18 ) ( 18 ) Common Shares 15,000 $ 0 15,000 D
Restricted Share Units ( 5 ) 02/19/2021 A 4,651 ( 19 ) ( 18 ) ( 18 ) Common Shares 4,651 $ 0 4,651 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Friesner Jacqueline
130 KING STREET WEST
SUITE 300
TORONTO, A6M5X 1E1
See Remarks
Signatures
/s/ Michele Keusch, As Attorney-in-Fact for Jacqueline Friesner 02/23/2021
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 her investment rights pursuant to the Issuer's 2020 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of her 2020 net bonus to purchase common shares at a purchase price of $60.55 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 19 below pursuant to the Issuer's 2020 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 18, 2021.
( 3 )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.
( 4 )These options are immediately exercisable.
( 5 )Each restricted share unit represents a contingent right to receive one common share.
( 6 )These restricted share units vest on December 31, 2021.
( 7 )Includes 588.3431 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
( 8 )These restricted share units vest on December 31, 2022.
( 9 )Includes 378.397 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
( 10 )These restricted share units vest on December 31, 2023.
( 11 )Includes 326.6907 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
( 12 )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.
( 13 )Includes 1,480.2479 dividend equivalent rights that accrued on the 2019 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate.
( 14 )These restricted share units vest on December 31, 2024.
( 15 )Includes 156.2682 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
( 16 )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.
( 17 )Includes 427.6633 dividend equivalent rights that accrued on the 2020 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 PBRSUs to which they relate.
( 18 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
( 19 )The Issuer granted the 2021 restricted share units ("2021 RSUs") to the Reporting Person pursuant to the Issuer's 2020 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of her 2020 net bonus to purchase Investment Shares and received a matching grant of 2021 RSUs in an amount equal to 50% of her 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 $60.55 per share. The RSU Multiplier was 1.75 for vice presidents. If the Reporting Person sells any of the Investment Shares, she will forfeit all of the 2021 RSUs that have not vested.

Remarks:
VP, Controller and Principal Accounting Officer

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