Axel Mr Schwan 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 140K sh 136,192 → 140,304
Equity Change +3.0% 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
2023-02-24
Report Date
2023-02-22
Accession No.
0001209191-23-012975
Accepted At
2023-02-25 00:59 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 2023-02-22 A - Award/Grant 4,112 A $67.84 +$278,958 140,304.5726 Direct
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Restricted Share UnitsF3F12F13F13 2023-02-22 A - Award/Grant 15,686 A $0.00 15,686 Common Shares Direct
Performance Share UnitsF14 2023-02-22 A - Award/Grant 73,800 A $0.00 2026-02-22 73,800 Common Shares Direct
Derivative Holdings
Title Amount Exercise Price Expiration
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
Option (right to buy) Common Shares 56,000 $66.31 2030-02-20
Restricted Share UnitsF3F4F4 Common Shares 6,196.1045
Restricted Share UnitsF3F5F5 Common Shares 3,040.3968
Restricted Share UnitsF3F7F7 Common Shares 4,725.2644
Restricted Share UnitsF3F8F8 Common Shares 4,214.0767
Restricted Share UnitsF3F10F10 Common Shares 10,833.3716
Performance Share UnitsF6 Common Shares 44,794.0602 2025-02-21
Performance Share UnitsF9 Common Shares 28,781.1559 2024-02-19
Performance Share UnitsF11 Common Shares 41,001.5473 2025-02-25
Footnotes (14)
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 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 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
F7
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. Show more
F8
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. Show more
F9
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
F10
These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025. Show more
F11
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, 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
F12
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 $67.75 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
F13
These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026. Show more
F14
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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