Sec Form 4 Filing - Kobza Joshua @ Restaurant Brands International Inc. - 2023-01-04

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
Kobza Joshua
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)
COO
(Last) (First) (Middle)
130 KING STREET WEST, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2023
(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 01/04/2023 A 401.3263( 1 ) A $ 0 396,400.6375 D
Common Shares 01/04/2023 S 19,079.38( 2 ) D $ 65.04 377,321.2575 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 5,413 5,413 D
Option (right to buy) $ 42.26 ( 4 ) 03/05/2025 Common Shares 35,494 35,494 D
Option (right to buy) $ 42.26 ( 4 ) 03/05/2025 Common Shares 300,000 300,000 D
Option (right to buy) $ 56.92 ( 4 ) 05/04/2027 Common Shares 200,000 200,000 D
Restricted Share Units ( 5 ) 01/04/2023 A 127.4888( 6 ) ( 7 ) ( 7 ) Common Shares 127.4888 $ 0 15,355.3126 D
Performance Share Units ( 8 ) 01/04/2023 A 2,154.6586( 9 ) 02/22/2024 02/22/2024 Common Shares 2,154.6586 $ 0 259,516.6636 D
Restricted Share Units ( 5 ) 01/04/2023 A 134.3977( 6 ) ( 10 ) ( 10 ) Common Shares 134.3977 $ 0 16,187.4535 D
Performance Share Units ( 11 ) 01/04/2023 A 1,859.532( 9 ) 02/21/2025 02/21/2025 Common Shares 1,859.532 $ 0 223,970.3011 D
Restricted Share Units ( 12 ) 01/04/2023 A 122.5997( 6 ) ( 13 ) ( 13 ) Common Shares 122.5997 $ 0 14,766.4513 D
Restricted Share Units ( 12 ) 01/04/2023 A 87.3356( 6 ) ( 14 ) ( 14 ) Common Shares 87.3356 $ 0 10,519.0829 D
Performance Share Units ( 15 ) 01/04/2023 A 746.7436( 9 ) 02/19/2024 02/19/2024 Common Shares 746.7436 $ 0 89,941.1122 D
Restricted Share Units ( 12 ) 01/04/2023 A 197.872( 6 ) ( 16 ) ( 16 ) Common Shares 197.872 $ 0 23,832.5868 D
Performance Share Units ( 17 ) 01/04/2023 A 1,063.8289( 9 ) 02/25/2025 02/25/2022 Common Shares 1,063.8289 $ 0 128,132.2788 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kobza Joshua
130 KING STREET WEST
SUITE 300
TORONTO, A6M5X 1E1
COO
Signatures
/s/ Michele Keusch, As Attorney-in-Fact for Joshua Kobza 01/06/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares settled from dividend equivalent rights that accrued on a vested restricted share unit award in respect of dividends that were paid after the vesting of the award with a record date prior to the vesting of the award.
( 2 )Represents shares sold to cover withholding tax obligations on the settlement of the previously reported vesting of the Reporting Person's restricted share units.
( 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 RestaurantBrands 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 certaincircumstances). This conversion right has no expiration date.
( 4 )These options are immediately exerciseable.
( 5 )Each restricted share unit represents a contingent right to receive one common share.
( 6 )Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable 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.
( 7 )These restricted share units vest on December 31, 2023.
( 8 )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.
( 9 )Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the performance based restricted share units to which they relate.
( 10 )These restricted share units vest on December 31, 2024.
( 11 )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.
( 12 )Each restricted share unit represents a contingent right to receive one common share.
( 13 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
( 14 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
( 15 )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.
( 16 )These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
( 17 )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.

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).
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