3g Restaurant Brands Holdings General Partner Ltd. and 3g Restaurant Brands Holdings LP Transfers Shares of Restaurant Brands International Inc (QSR) — SEC Form 4, Aug 06, 2021

SEC Form 4 · No Market Transaction
Conversion

Conversion of derivative securities.

Reporting Owners
TXN 2021-08-05 · FILED 2021-08-06
Equity Position 9.61M sh 0 → 9,608,744
Filing Lag 1 business day within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2021-08-06
Report Date
2021-08-05
Accession No.
0000899243-21-031948
Accepted At
2021-08-06 21:19 UTC
Reporting Owners
Name Relationship
3g Restaurant Brands Holdings General Partner Ltd. CIK 0001653986
10% Owner
3g Restaurant Brands Holdings LP CIK 0001653994
10% Owner
3g Restaurant Brands Holdings General Partner Ltd. at Restaurant Brands International Inc Full insider history
Bought (12 mo) —
Sold (12 mo) —
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Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Common sharesF2F2F3 2021-08-05 C - Conversion 9,608,744 A $0.00 — 9,608,744 Indirect
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Exchangeable unitsF1F2F1F3F4F5F1F1F1 2021-08-05 C - Conversion 9,608,744 D 9,608,744 Common shares Direct
Forward sale contract(obligation to sell)F4F5F4F5F4F5F4F5F4F5F4F5 2021-08-05 J - Other 9,608,744 A 9,608,744 Common shares Direct
Footnotes (5)
F1
Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or cash amount determined by reference to the weighted average trading price of RBI'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 RBI LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date. Show more
F2
3G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH"). 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 3G RBH. 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. Show more
F3
Pursuant to the terms of the limited partnership agreement of RBI LP, 3G RBH delivered to RBI LP an exchange notice to exchange in aggregate 9,608,744 exchangeable units held by 3G RBH (the "Exchange"). As announced by RBI on August 4, 2021, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the Exchange by issuing 9,608,744 common shares in exchange for 9,608,744 Exchangeable Units. The exchange notice became irrevocable on August 5, 2021 with respect to 9,608,744 Exchangeable Units. The Exchange will be effected on or before August 24, 2021. Show more
F4
On August 5, 2021, HL1 17 LP, an affiliate of 3G Restaurant Brands Holdings General Partner Ltd. ("HL1"), entered into a forward sale contract (the "Forward Contract") with an unaffiliated third party buyer, Morgan Stanley & Co. LLC. The Forward Contract obligates HL1 to deliver to the buyer 9,608,744 common shares of RBI (the "Number of Forward Shares") on the maturity date of August 24, 2021 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract (the "Settlement Date"), subject to customary adjustments. In exchange, HL1 will receive a cash payment based on a price per share of $63.72 (the "Initial Forward Price") multiplied by a factor of (1+ (an overnight bank funding rate minus 50 basis points)) on each day that the Forward Contract is outstanding. Show more
F5
(continued from footnote 4) Each Reporting Person disclaims all right, title and interest with respect to the Forward Contract transaction and nothing set forth herein shall be an admission that such Reporting Person has beneficial ownership of the Forward Shares or any transaction relating thereto. Show more
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