Duncan Fulton Receives Stock Award at Restaurant Brands International Inc (QSR) — SEC Form 4, Feb 24, 2023

SEC Form 4 · No Market Transaction
Stock Award

Compensation grant — no market purchase or sale.

Reporting Owner
Officer
TXN 2023-02-22 · FILED 2023-02-24
Equity Position 13.3K sh 11,297 → 13,272
Equity Change +17.5% 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
2023-02-24
Report Date
2023-02-22
Accession No.
0001209191-23-012971
Accepted At
2023-02-25 00:58 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 SharesF1F2 2023-02-22 A - Award/Grant 1,975 A $67.84 +$133,984 13,272.5759 Direct
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Restricted Share UnitsF3F13F14F14 2023-02-22 A - Award/Grant 8,889 A $0.00 8,889 Common Shares Direct
Performance Share UnitsF15 2023-02-22 A - Award/Grant 21,769 A $0.00 2026-02-22 21,769 Common Shares Direct
Derivative Holdings
Title Amount Exercise Price Expiration
Option (Right to Buy) Common Shares 60,000 $63.64 2028-08-03
Option (Right to Buy) Common Shares 15,000 $66.31 2030-02-21
Performance Share UnitsF10 Common Shares 17,987.9974 2024-02-19
Restricted Share UnitsF3F11F11 Common Shares 8,747.381
Performance Share UnitsF12 Common Shares 25,387.9989 2022-02-25
Restricted Share UnitsF3F4F4 Common Shares 3,138.1822
Restricted Share UnitsF3F5F5 Common Shares 2,946.0841
Restricted Share UnitsF3F8F8 Common Shares 2,953.2533
Restricted Share UnitsF3F9F9 Common Shares 3,595.4517
Performance Share UnitsF6 Common Shares 57,665.9724 2024-02-22
Performance Share UnitsF7 Common Shares 27,993.9578 2025-02-21
Footnotes (15)
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 2022 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2022 net bonus to purchase common shares at a purchase price of CAD $91.69 per share. The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on February 21, 2023. 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 13 below pursuant to the Issuer's 2022 Bonus Swap Program 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 21, 2023. Show more
F3
Each restricted share unit represents a contingent right to receive one common share. Show more
F4
These restricted share units vest on December 31, 2023. Show more
F5
These restricted share units vest on December 31, 2024. Show more
F6
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
F7
The shares reported represent an award of performance base 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
F8
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. Show more
F9
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. Show more
F10
The shares reported represent an award of performance base restricted share units (the "2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning on 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
F11
These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025. Show more
F12
The shares reported represent an award of performance base restricted share units (the "2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning on January 1, 2022 and ending December 31, 2024 and to the extent earned will vest 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
F13
The Issuer granted the 2023 restricted share units (2023 RSUs") to the Reporting Person pursuant to the Issuer's 2022 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2022 net bonus to purchase Investment Shares and received a matching grant of 2023 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 $67.84 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 2023 RSUs that have not yet vested. Show more
F14
These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026. Show more
F15
The shares reported represent an award of performance base restricted share units (the "2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning on 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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