Joshua Kobza Receives Stock Award at Restaurant Brands International Inc (QSR) — SEC Form 4, Feb 23, 2021

SEC Form 4 · No Market Transaction
Stock Award

Compensation grant — no market purchase or sale.

Reporting Owner
TXN 2021-02-19 · FILED 2021-02-23
Equity Position 124K sh 118,283 → 124,160
Equity Change +5.0% shares held after vs before
Filing Lag 2 business days within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2021-02-23
Report Date
2021-02-19
Accession No.
0001209191-21-013429
Accepted At
2021-02-23 23:51 UTC
Reporting Owner
Name Relationship
Joshua Kobza CIK 0001574771
COO
Joshua Kobza at Restaurant Brands International Inc Full insider history
Bought (12 mo) —
Sold (12 mo) $17,048,276
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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 SharesF1F2 2021-02-19 A - Award/Grant 5,877 A $60.55 +$355,852 124,160.009 Direct
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Restricted Share UnitsF20F21F21 2021-02-19 A - Award/Grant 41,250 A $0.00 41,250 Common Shares Direct
Restricted Share UnitsF20F22F23F23 2021-02-19 A - Award/Grant 19,591 A $0.00 19,591 Common Shares Direct
Performance Share UnitsF24 2021-02-19 A - Award/Grant 83,750 A $0.00 2024-02-19 83,750 Common Shares Direct
Derivative Holdings
Title Amount Exercise Price Expiration
Exchangeable unitsF3F3F3F3 Common Shares 5,413
Option (right to buy)F4 Common Shares 35,494 $42.26 2025-03-05
Option (right to buy)F4 Common Shares 300,000 $42.26 2025-03-05
Performance Share UnitsF5F6 Common Shares 402,557.0486 2021-02-26
Restricted Share UnitsF7F8F8F9 Common Shares 22,579.4027
Option (right to buy) Common Shares 200,000 $56.92 2027-05-04
Restricted Share UnitsF7F10F10F11 Common Shares 18,965.1669
Restricted Share UnitsF7F12F12F13 Common Shares 14,298.327
Performance Share UnitsF14F15 Common Shares 241,652.7885 2024-02-22
Performance Share UnitsF18F19 Common Shares 208,553.2662 2025-02-21
Restricted Share UnitsF7F16F16F17 Common Shares 15,073.1873
Footnotes (24)
F1
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 2020 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2020 net bonus to purchase common shares at a purchase price of $60.55 per share ("Investment Shares"). Show more
F2
Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 22 below pursuant to the Issuer's 2020 Bonus Swap Program is calculated based on, the last sale 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 18, 2021. Show more
F3
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
F4
These options are immediately exerciseable. Show more
F5
The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date. Show more
F6
Includes 49,057.0486 dividend equivalent rights that accrued on the 2016 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs to which they relate. Show more
F7
Each restricted share unit represents a contingent right to receive one common share. Show more
F8
These restricted share units vest on December 31, 2021. Show more
F9
Includes 2,465.4027 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. Show more
F10
These restricted share units vest on December 31, 2022. Show more
F11
Includes 1,854.1669 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. Show more
F12
These restricted share units vest on December 31, 2023. Show more
F13
Includes 985.327 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. Show more
F14
The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2024, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition. Show more
F15
Includes 16,652.7885 dividend equivalent rights that accrued on the 2019 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate. Show more
F16
These restricted share units vest on December 31, 2024. Show more
F17
Includes 618.1873 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. Show more
F18
The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2025, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition. Show more
F19
Includes 8,553.2662 dividend equivalent rights that accrued on the 2020 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 PBRSUs to which they relate. Show more
F20
Each restricted share unit represents a contingent right to receive one common share. Show more
F21
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. Show more
F22
The issuer granted the 2021 restricted share units ("2021 RSUs") to the Reporting Person pursuant to the Issuer's 2020 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2020 net bonus to purchase Investment Shares and received a matching grant of 2021 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 $60.55 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2021 RSUs that have not yet vested. Show more
F23
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. Show more
F24
The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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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