Jeffrey Housman Receives Stock Award at Restaurant Brands International Inc (QSR) — SEC Form 4, Mar 01, 2022

SEC Form 4 · No Market Transaction
Stock Award

Compensation grant — no market purchase or sale.

Reporting Owner
Officer
TXN 2022-02-25 · FILED 2022-03-01
Equity Position 49K sh 45,804 → 48,970
Equity Change +6.9% 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
2022-03-01
Report Date
2022-02-25
Accession No.
0001209191-22-014304
Accepted At
2022-03-01 23:16 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 SharesF1F2 2022-02-25 A - Award/Grant 3,166 A $56.05 +$177,454 48,970.2232 Direct
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Restricted Share UnitsF5F12F13F13 2022-02-25 A - Award/Grant 11,875 A $0.00 11,875 Common Shares Direct
Derivative Holdings
Title Amount Exercise Price Expiration
Exchangeable UnitsF3F3F3F3 Common Shares 431
Option (Right to Buy)F4 Common Shares 30,000 $42.26 2025-03-06
Option (Right to Buy) Common Shares 20,000 $55.55 2027-02-24
Restricted Share UnitsF5F6F6 Common Shares 2,462.4997
Option (Right to Buy) Common Shares 30,000 $58.44 2028-02-23
Restricted Share UnitsF5F7F7 Common Shares 3,350.4355
Performance Share UnitsF8 Common Shares 33,326.6131 2024-02-22
Option (Right to Buy) Common Shares 20,000 $66.31 2030-02-21
Restricted Share UnitsF5F9F9 Common Shares 2,648.9636
Performance Share UnitsF10 Common Shares 21,571.365 2025-02-21
Restricted Share UnitsF5F11F11 Common Shares 19,393.7549
Restricted Share UnitsF5F11F11 Common Shares 3,384.3395
Footnotes (13)
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 2021 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2021 net bonus to purchase common shares at a purchases price of $56.05 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 12 below pursuant to the Issuer's 2021 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 24, 2022. 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 exercisable. Show more
F5
Each restricted share unit represents a contingent right to receive one common share. Show more
F6
These restricted share units vest on December 31, 2022. Show more
F7
These restricted share units vest on December 31, 2023. Show more
F8
The shares reported represent an award of performance base restricted share units (the "2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2024, which is the fifth anniversary of the grant date. Show more
F9
These restricted share units vest on December 31, 2024. Show more
F10
The shares reported represents an award of performance based restricted share units (the "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
F11
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. Show more
F12
The Issuer granted the 2022 restricted share units ("2022 RSUs") to the Reporting Person pursuant to the Issuer's 2021 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2021 net bonus to purchase Investment Shares and received a matching grant of 2022 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 $56.05 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 2022 RSUs that have not yet vested. Show more
F13
These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025. Show more
Remarks

Chief People & Services Officer

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