Axel Mr Schwan 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
Officer
TXN 2021-02-19 · FILED 2021-02-23
Equity Position 101K sh 98,350 → 100,722
Equity Change +2.4% 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.
0001209191-21-013438
Accepted At
2021-02-23 23:57 UTC
Reporting Owner
Name Relationship
Axel Mr Schwan CIK 0001594977
Officer
Axel Mr Schwan at Restaurant Brands International Inc Full insider history
Bought (12 mo) —
Sold (12 mo) $7,592,980
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Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Common SharesF1F2 2021-02-19 A - Award/Grant 2,372 A $60.55 +$143,625 100,722.7587 Direct
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Restricted Share UnitsF4F15F15 2021-02-19 A - Award/Grant 13,200 A $0.00 13,200 Common Shares Direct
Restricted Share UnitsF4F16F17F17 2021-02-19 A - Award/Grant 7,848 A $0.00 7,848 Common Shares Direct
Performance Share UnitsF18 2021-02-19 A - Award/Grant 26,800 A $0.00 2024-02-19 26,800 Common Shares Direct
Derivative Holdings
Title Amount Exercise Price Expiration
Restricted Share UnitsF4F9F9F10 Common Shares 5,769.5945
Option (right to buy) Common Shares 56,000 $66.31 2030-02-20
Restricted Share UnitsF4F11F11F12 Common Shares 2,831.1106
Performance Share UnitsF13F14 Common Shares 41,710.6532 2025-02-21
Exchangeable UnitsF3F3F3 Common Shares 2,539
Option (right to buy) Common Shares 40,000 $33.67 2026-02-25
Option (right to buy) Common Shares 40,000 $58.44 2028-02-22
Option (right to buy) Common Shares 30,000 $64.75 2029-02-21
Restricted Share UnitsF4F5F5F6 Common Shares 8,995.1652
Restricted Share UnitsF4F7F7F8 Common Shares 6,380.8348
Footnotes (18)
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 16 below pursuant to the Issuer's 2020 Bonus Swap Program 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 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
Each restricted share unit represents a contingent right to receive one common share. Show more
F5
These restricted share units vest on December 31, 2021. Show more
F6
Includes 982.1652 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. Show more
F7
These restricted share units vest on December 31, 2022. Show more
F8
Includes 623.8348 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. Show more
F9
These restricted share units vest on December 31, 2023. Show more
F10
Includes 397.5945 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. Show more
F11
These restricted share units vest on December 31, 2024. Show more
F12
Includes 116.1106 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. Show more
F13
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
F14
Includes 1,710.6532 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
F15
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. Show more
F16
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
F17
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. Show more
F18
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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