Dunnigan Matthew 4

Accession 0000950170-24-020538

CIK 0001618756other

View on SEC.gov Company Profile

Filed

Feb 25, 7:00 PM ET

Accepted

Feb 26, 9:35 PM ET

Size

32.9 KB

Accession

0000950170-24-020538

Insider Transaction Report

Form 4

Period: 2024-02-22

Restaurant Brands International Inc.QSR

Dunnigan Matthew

CFO

Transactions

Exercise/Conversion
Common Shares
2024-02-22+118,991.902→ 174,855.017 total
Sale
Common Shares
2024-02-22$75.55/sh−46,700.782$3,528,244→ 128,154.234 total
Award
Common Shares
2024-02-23$75.38/sh+3,922$295,640→ 132,076.234 total
Exercise/Conversion
Performance Share Units
2024-02-22−118,991.902→ 0 total
From: 2024-02-22Exp: 2024-02-22→ Common Shares (118,991.902 underlying)
Award
Restricted Share Units
2024-02-23+14,709→ 14,709 total
→ Common Shares (14,709 underlying)
Award
Performance Share Units
2024-02-23+33,165→ 33,165 total
From: 2027-03-15Exp: 2027-03-15→ Common Shares (33,165 underlying)

Holdings

Performance Share Units
From: 2025-02-21Exp: 2025-02-21→ Common Shares (57,765.045 underlying)
57,765.045
Restricted Share Units
→ Common Shares (2,759.827 underlying)
2,759.827
Restricted Share Units
→ Common Shares (8,470.599 underlying)
8,470.599
Performance Share Units
From: 2025-02-25Exp: 2025-02-25→ Common Shares (52,875.133 underlying)
52,875.133
Restricted Share Units
→ Common Shares (11,251.234 underlying)
11,251.234
Common Shares
(indirect: By Spouse)
20,000
Option (Right to Buy)
Exercise: $55.55Exp: 2027-02-23→ Common Shares (40,000 underlying)
40,000
Option (Right to Buy)
Exercise: $56.92Exp: 2027-05-04→ Common Shares (40,000 underlying)
40,000
Option (Right to Buy)
Exercise: $58.44Exp: 2028-02-22→ Common Shares (100,000 underlying)
100,000
Option (Right to Buy)
Exercise: $66.31From: 2025-02-21Exp: 2030-02-20→ Common Shares (50,000 underlying)
50,000
Restricted Share Units
→ Common Shares (8,531.897 underlying)
8,531.897
Performance Share Units
From: 2026-02-22Exp: 2026-02-22→ Common Shares (38,068.086 underlying)
38,068.086

Footnotes (17)

[F1]On February 22, 2024, 118,991.9018 of the Reporting Person's performance based restricted share units vested.
[F10]These options are fully vested and exercisable.
[F11]These restricted share units vest on December 31, 2024.
[F12]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.
[F13]These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
[F14]These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
[F15]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, 2022 and to the extent earned will vest 100% 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.
[F16]These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
[F17]The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, 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.
[F2]Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.
[F3]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 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares").
[F4]Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares 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 22, 2024.
[F5]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 22, 2024, which is the fifth anniversary of the grant date.
[F6]Each restricted share unit represents a contingent right to receive one common share.
[F7]The Issuers grant the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 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 $75.38 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested.
[F8]These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
[F9]The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. 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.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Restaurant Brands International Inc.

CIK 0001618756

→

Entity typeother

Related Parties

filerCIK 0001728874

Filing Metadata

Form type: 4
Filed: Feb 25, 7:00 PM ET
Accepted: Feb 26, 9:35 PM ET
Size: 32.9 KB

View on SEC.gov