Duncan Fulton Sells $4.89M of Restaurant Brands International Inc (QSR) — SEC Form 4, Feb 26, 2024

Open-Market Net Sale · SEC Form 4
−$4,894,891

Equity position changed by -9.7%

Reporting Owner
Officer
TXN 2024-02-26 · FILED 2024-02-26
Equity Position 25.4K sh 28,105 → 25,385
Equity Change -9.7% shares held after vs before
Filing Lag 0 business days within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2024-02-26
Report Date
2024-02-22
Accession No.
0000950170-24-020542
Accepted At
2024-02-27 02:41 UTC
Reporting Owner
Name Relationship
Duncan Fulton CIK 0001908102
Officer
Duncan Fulton at Restaurant Brands International Inc Full insider history
Bought (12 mo) —
Sold (12 mo) $1,065,856
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Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Common SharesF1 2024-02-22 M - Exercise 59,489.9963 A — 87,595.9521 Direct
Common SharesF4F5 2024-02-23 A - Award/Grant 2,135 A $75.29 +$160,744 57,885.9571 Direct
Common SharesF6 2024-02-26 S - Sale 32,500 D $76.44 -$2,484,300 25,385.9571 Direct
Common SharesF2F3 2024-02-22 S - Sale 31,844.995 D $75.70 -$2,410,666 55,750.9571 Direct
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Performance Share UnitsF7 2024-02-22 M - Exercise 59,489.9963 D $0.00 2024-02-22 59,489.9963 Common Shares Direct
Restricted Share UnitsF8F9F10F10 2024-02-23 A - Award/Grant 9,608 A $0.00 9,608 Common Shares Direct
Performance Share UnitsF11 2024-02-23 A - Award/Grant 19,833 A $0.00 2027-03-15 19,833 Common Shares Direct
Derivative Holdings
Title Amount Exercise Price Expiration
Option (Right to Buy)F12 Common Shares 60,000 $63.64 2028-08-03
Option (Right to Buy) Common Shares 15,000 $66.31 2030-02-21
Restricted Share UnitsF8F13F13 Common Shares 3,039.2713
Performance Share UnitsF14 Common Shares 28,879.4306 2025-02-21
Restricted Share UnitsF8F15F15 Common Shares 1,854.5894
Restricted Share UnitsF8F16F16 Common Shares 6,015.3313
Performance Share UnitsF17 Common Shares 26,191.043 2025-02-25
Restricted Share UnitsF8F18F18 Common Shares 6,877.8829
Performance Share UnitsF19 Common Shares 22,457.5721 2026-02-22
Footnotes (19)
F1
On February 22, 2024, 59,489.9963 of the Reporting Person's performance based restricted share units vested. Show more
F2
Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units. Show more
F3
The reported shares were sold in Canadian dollars at a price of CAD$102.14 per share. The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date. Show more
F4
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 CAD $101.60 per share ("Investment Shares"). The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on February 22, 2024. Show more
F5
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 Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2024. Show more
F6
Represents the weighted average price of the share sold. The prices of the shares sold pursuant to the transaction ranged from $76.37 to $76.52 per share. The reported shares were sold in Canadian dollars and was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date. 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 price. Show more
F7
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. Show more
F8
Each restricted share unit represents a contingent right to receive one common share. Show more
F9
The Issuer granted 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 president or above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested. Show more
F10
These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027. Show more
F11
The shares reported represent an award of perforamnce based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning Febuary 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 eaned at the end of hte performance period is subject to increase or decrease based on the results of the performance condition. Show more
F12
These options are fully vested and exercisable. Show more
F13
These restricted share units vest on December 31, 2024. Show more
F14
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. Show more
F15
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. Show more
F16
These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025. Show more
F17
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. Show more
F18
These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026. Show more
F19
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. Show more
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