Jeffrey Housman Sells $3.33M of Restaurant Brands International Inc (QSR) — SEC Form 4, Feb 26, 2024

Open-Market Net Sale · SEC Form 4
−$3,329,497

Equity position changed by -8.5%

Reporting Owner
Officer
TXN 2024-02-23 · FILED 2024-02-26
Equity Position 61.6K sh 67,319 → 61,579
Equity Change -8.5% shares held after vs before
Filing Lag 1 business day 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.
0000950170-24-020544
Accepted At
2024-02-27 02:42 UTC
Reporting Owner
Name Relationship
Jeffrey Housman CIK 0001908101
Officer
Jeffrey Housman at Restaurant Brands International Inc Full insider history
Bought (12 mo) —
Sold (12 mo) $2,503,199
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All filings by this insider at Restaurant Brands International Inc
Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Common SharesF1 2024-02-22 M - Exercise 35,697.5705 A — 105,666.1605 Direct
Common SharesF2 2024-02-22 S - Sale 14,086.676 D $75.55 -$1,064,248 91,579.4845 Direct
Common SharesF3 2024-02-23 S - Sale 30,000 D $75.51 -$2,265,300 61,579.4845 Direct
Common SharesF4F5 2024-02-23 A - Award/Grant 2,649 A $75.38 +$199,682 64,228.4845 Direct
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Performance Share UnitsF6 2024-02-22 M - Exercise 35,697.5705 D $0.00 2024-02-22 35,697.5705 Common Shares Direct
Restricted Share UnitsF7F8F9F9 2024-02-23 A - Award/Grant 9,935 A $0.00 9,935 Common Shares Direct
Performance Share UnitsF10 2024-02-23 A - Award/Grant 26,532 A $0.00 2027-03-15 26,532 Common Shares Direct
Derivative Holdings
Title Amount Exercise Price Expiration
Option (Right to Buy)F12 Common Shares 20,000 $55.55 2027-02-24
Option (Right to Buy)F12 Common Shares 30,000 $58.44 2028-02-23
Option (Right to Buy) Common Shares 20,000 $66.31 2030-02-21
Restricted Share UnitsF7F13F13 Common Shares 2,837.419
Performance Share UnitsF14 Common Shares 23,106.0181 2025-02-21
Restricted Share UnitsF7F15F15 Common Shares 6,924.4953
Restricted Share UnitsF7F15F15 Common Shares 1,208.7399
Restricted Share UnitsF7F16F16 Common Shares 6,359.3764
Performance Share UnitsF17 Common Shares 26,437.0358 2025-02-25
Restricted Share UnitsF7F18F18 Common Shares 7,224.6831
Performance Share UnitsF19 Common Shares 22,840.8515 2026-02-22
Exchangeable UnitsF11F11F11F11 Common Shares 431
Option (Right to Buy)F12 Common Shares 30,000 $42.26 2025-03-06
Footnotes (19)
F1
On February 22, 2024, 35,697.5705 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
Represents the weighted average price of the share sold. The prices of the shares sold pursuant to the transaction ranged from $75.28 to $75.73 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 price. 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 $75.38 per share ("Investment Shares"). 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 New York Stock Exchange on the Trading day immediately preceding the grant date, in this case February 22, 2024. Show more
F6
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
F7
Each restricted share unit represents a contingent right to receive one common share. Show more
F8
The Issuers grant 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 presidents and 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
F9
These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027. Show more
F10
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 February 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
F11
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. 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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