Form 4 for QSR Restaurant Brands International Inc.
Accepted 2021-08-06 00:00:00 ET · period of report 2021-08-05 · accession 0000899243-21-031948 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2021-08-06 | 2021-08-05 | QSR | 3G Restaurant Brands Holdings LP | 10% | C - Cnv Deriv | $0.00 | +9.61M | 9.61M | New | $0 |
| D | 2021-08-06 | 2021-08-05 | QSR | 3G Restaurant Brands Holdings LP | 10% | J - Other | — | +9.61M | 9.61M | New | — |
| D | 2021-08-06 | 2021-08-05 | QSR | 3G Restaurant Brands Holdings LP | 10% | C - Cnv Deriv | — | -9.61M | 132.66M | -7% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common shares | 2021-08-05 | C | A | 9,608,744 | $0.00 | 9,608,744 | I See Footnotes | — | — | (F2) 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by 3G RBH. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. (F3) Pursuant to the terms of the limited partnership agreement of RBI LP, 3G RBH delivered to RBI LP an exchange notice to exchange in aggregate 9,608,744 exchangeable units held by 3G RBH (the "Exchange"). As announced by RBI on August 4, 2021, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the Exchange by issuing 9,608,744 common shares in exchange for 9,608,744 Exchangeable Units. The exchange notice became irrevocable on August 5, 2021 with respect to 9,608,744 Exchangeable Units. The Exchange will be effected on or before August 24, 2021. |
| 2 | Derivative | Forward sale contract(obligation to sell) | 2021-08-05 | J | A | 9,608,744 | — | 9,608,744 | D | — · — to — | 9,608,744 Common shares | (F5) (continued from footnote 4) Each Reporting Person disclaims all right, title and interest with respect to the Forward Contract transaction and nothing set forth herein shall be an admission that such Reporting Person has beneficial ownership of the Forward Shares or any transaction relating thereto. (F4) On August 5, 2021, HL1 17 LP, an affiliate of 3G Restaurant Brands Holdings General Partner Ltd. ("HL1"), entered into a forward sale contract (the "Forward Contract") with an unaffiliated third party buyer, Morgan Stanley & Co. LLC. The Forward Contract obligates HL1 to deliver to the buyer 9,608,744 common shares of RBI (the "Number of Forward Shares") on the maturity date of August 24, 2021 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract (the "Settlement Date"), subject to customary adjustments. In exchange, HL1 will receive a cash payment based on a price per share of $63.72 (the "Initial Forward Price") multiplied by a factor of (1+ (an overnight bank funding rate minus 50 basis points)) on each day that the Forward Contract is outstanding. |
| 3 | Derivative | Exchangeable units | 2021-08-05 | C | D | 9,608,744 | — | 132,662,485 | D | — · — to — | 9,608,744 Common shares | (F2) 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by 3G RBH. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. (F1) Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or cash amount determined by reference to the weighted average trading price of RBI'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 RBI LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date. |