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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Exchangeable units (6) | (6) | (6) | (6) | Common Shares | 41,691 | 41,691 | D | ||||||||
| Option (right to buy) | $ 18.25 | 02/14/2019 | M | 16,438 | (7) | 02/28/2023 | Common Shares | 16,438 | $ 0 | 0 | D | ||||
| Option (right to buy) | $ 18.25 | 02/14/2019 | M | 200,000 | (7) | 02/28/2023 | Common Shares | 200,000 | $ 0 | 0 | D | ||||
| Option (right to buy) | $ 27.28 | 02/14/2019 | M | 29,325 | (7) | 03/06/2024 | Common Shares | 29,325 | $ 0 | 0 | D | ||||
| Option (right to buy) | $ 27.28 | 03/07/2019 | 03/06/2024 | Common Shares | 100,000 | 100,000 | D | ||||||||
| Option (right to buy) | $ 42.26 | 12/31/2019 | 03/05/2025 | Common Shares | 33,128 | 33,128 | D | ||||||||
| Option (right to buy) | $ 42.26 | 03/06/2020 | 03/05/2025 | Common Shares | 100,000 | 100,000 | D | ||||||||
| Restricted Share Units | (8) | (9) | (9) | Common Shares | 28,215 | 28,215 | D | ||||||||
| Dividend Equivalent Rights | (10) | (11) | (11) | Common Shares | 1,703.8971 | 1,703.8971 | D | ||||||||
| Option (right to buy) | $ 33.67 | 02/26/2021 | 02/25/2026 | Common Shares | 100,000 | 100,000 | D | ||||||||
| Restricted Share Units | (8) | (12) | (12) | Common Shares | 11,006 | 11,006 | D | ||||||||
| Dividend Equivalent Rights | (10) | (13) | (13) | Common Shares | 497.612 | 497.612 | D | ||||||||
| Restricted Share Units | (8) | (14) | (14) | Common Shares | 8,555 | 8,555 | D | ||||||||
| Dividend Equivalent Rights | (10) | (15) | (15) | Common Shares | 273.6032 | 273.6032 | D | ||||||||
| Performance Share Units | (16) | 02/23/2023 | 02/23/2023 | Common Shares | 200,000 | 200,000 | D | ||||||||
| Dividend Equivalent Rights | (17) | (18) | (18) | Common Shares | 6,396.3345 | 6,396.3345 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MACEDO ALEXANDRE 130 KING STREET WEST SUITE 300 TORONTO, A6 M5X 1E1 |
President,Tim Hortons | |||
| /s/ Lisa Giles-Klein, as Attorney-in-Fact for Alexandre Macedo | 02/19/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Reporting Person sold only the portion of the shares issued upon exercise of the options necessary to pay the option exercise price and applicable taxes. |
| (2) | Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.72 to $64.21 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. |
| (3) | Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.77 to $63.92 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. |
| (4) | Reflects purchases made to correct an inadvertent sale in order to satisfy the Reporting Person's holding requirements. As reflected in footnotes 2 and 3 above and footnote 5 below, the lowest purchase price for any of the shares purchased was higher than the highest sales price of any of the shares sold as reported in this Form 4, and therefore no profit was derived from the transactions. |
| (5) | Represents the weighted average price of the shares purchased. The prices of the shares purchased pursuant to the transaction ranged from $64.52 to $64.78 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares purchased at each separate price. |
| (6) | 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. |
| (7) | These options are immediately exercisable. |
| (8) | Each restricted share unit represents a contingent right to receive one common share. |
| (9) | These restricted share units vest on December 31, 2020. |
| (10) | Each whole dividend equivalent right represents a contingent right to receive one common share. |
| (11) | 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. |
| (12) | These restricted share units vest on December 31, 2021. |
| (13) | 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. |
| (14) | These restricted share units vest on December 31, 2022. |
| (15) | 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. |
| (16) | The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition. |
| (17) | Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition. |
| (18) | 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. |