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 17, 2023
SEC Form 4 · No Market Transaction
Conversion
Conversion of derivative securities.
Reporting Owners
TXN 2023-08-16
·
FILED 2023-08-17
Equity Position
7.14M sh
0 → 7,136,149
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 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
Derivative Securities Transactions
Footnotes (4)
- 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 7,136,149 exchangeable units held by 3G RBH (the "August 2023 Exchange"). As announced by RBI on August 16, 2023, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the August 2023 Exchange by issuing 7,136,149 common shares in exchange for 7,136,149 exchangeable units. The exchange notice became irrevocable on August 16, 2023 with respect to 7,136,149 exchangeable units. The August 2023 Exchange will be effected on or before September 5, 2023. Show more
- F4
- On August 16, 2023, 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, BofA Securities, Inc. The Forward Contract obligates HL1 to deliver to the buyer up to 7,136,149 common shares of RBI (the "Forward Shares") on the scheduled settlement date of September 5, 2023 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract. In exchange, HL1 will receive a cash payment based on a price per share of $72.48 multiplied by a factor of (1+ (an overnight bank funding rate minus a negotiated spread)) for each day that the Forward Contract is outstanding. 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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13F holders · Jun 30, 2026
581
institutional managers reporting a position
Largest by reported value
- Capital World Investors $3.18B
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5%+ Holders · 13D/G
4 filers
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