4//SEC Filing
3G Restaurant Brands Holdings LP 4
Accession 0000899243-19-024269
CIK 0001618756other
Filed
Sep 24, 8:00 PM ET
Accepted
Sep 25, 6:46 PM ET
Size
11.1 KB
Accession
0000899243-19-024269
Insider Transaction Report
Form 4
Transactions
- OtherSwap
Common shares
2019-09-23−16,960,717→ 0 total(indirect: See Footnotes) - OtherSwap
Forward sale contract (obligation to sell)
2019-09-23−16,960,717→ 0 total(indirect: See Footnotes)→ Common shares (16,960,717 underlying)
Footnotes (2)
- [F1]3G Restaurant Brands Holdings General Partner Ltd. is the general partner of HL1 17 LP ("HL1"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by HL1. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
- [F2]On September 23, 2019, HL1 settled the previously announced forward sale contract, dated as of September 4, 2019 (the "Forward Contract"), with an unaffiliated third party buyer, Morgan Stanley & Co. LLC. The Forward Contract obligated HL1 to deliver to the buyer 16,960,717 common shares of Restaurant Brands International Inc. (the "Number of Forward Shares") on the maturity date of September 23, 2019 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract (the "Settlement Date"). In exchange for the Number of Forward Shares, HL1 received a cash payment in the amount of $1,274,673,543.02. Such amount was calculated based on a price per share of $75.10 (the "Initial Forward Price") multiplied by a factor of (1+ ((an overnight bank funding rate minus 50 basis points)/365)) on each day that the Forward Contract is outstanding.
Documents
Issuer
Restaurant Brands International Inc.
CIK 0001618756
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001653994
Filing Metadata
- Form type
- 4
- Filed
- Sep 24, 8:00 PM ET
- Accepted
- Sep 25, 6:46 PM ET
- Size
- 11.1 KB