3g Restaurant Brands Holdings LP and 3g Restaurant Brands Holdings General Partner Ltd. Transfers Shares of Restaurant Brands International Inc (QSR) — SEC Form 4, Aug 25, 2021
SEC Form 4 · No Market Transaction
Other Transaction
Non-market transaction reported.
Reporting Owners
TXN 2021-08-24
·
FILED 2021-08-25
Equity Position
0 sh
9,608,744 → 0
Equity Change
-100.0%
shares held after vs before
Filing Lag
1 business day
within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Reporting Owners
| Name | Relationship |
|---|---|
| 3g Restaurant Brands Holdings LP CIK 0001653994 |
10% Owner
|
| 3g Restaurant Brands Holdings General Partner Ltd. CIK 0001653986 |
10% Owner
|
3g Restaurant Brands Holdings LP at Restaurant Brands International Inc
Full insider history
Bought (12 mo)
—
Sold (12 mo)
—
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| 2024-08-13 | Gift/Other | — | View |
Non-Derivative Securities Transactions
Derivative Securities Transactions
Footnotes (3)
- 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. Show more
- F2
- On August 24, 2021, HL1 settled the previously announced forward sale contract, dated as of August 5, 2021 (the "Forward Contract"), with an unaffiliated third party buyer, Morgan Stanley & Co. LLC. The Forward Contract obligated HL1 to deliver to the buyer 9,608,744 common shares of Restaurant Brands International Inc. (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 for the Number of Forward Shares, HL1 received a cash payment in the amount of $612,163,471.50. Such amount was calculated 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 was outstanding. Show more
- F3
- (Continued from footnote 2) 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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