Form 4 for QSR Restaurant Brands International Inc.
Accepted 2021-08-25 00:00:00 ET · period of report 2021-08-24 · accession 0000899243-21-034145 · 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 | 2021-08-25 | 2021-08-24 | QSR | 3G Restaurant Brands Holdings General Partner Ltd. | 10% | J - Other | — | -9.61M | 0 | -100% | — |
| DI | 2021-08-25 | 2021-08-24 | QSR | 3G Restaurant Brands Holdings General Partner Ltd. | 10% | J - Other | — | -9.61M | 0 | -100% | — |
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 | 2021-08-24 | J | D | 9,608,744 | — | 0 | I See Footnotes | — | — | (F3) (Continued from footnote 2) 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. (F2) On August 24, 2021, HL1 settled the previously announced forward sale contract, dated as of August 5, 2021 (the "Forward Contract"), with an unaffiliated third party buyer, Morgan Stanley & Co. LLC. The Forward Contract obligated HL1 to deliver to the buyer 9,608,744 common shares of Restaurant Brands International Inc. (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 for the Number of Forward Shares, HL1 received a cash payment in the amount of $612,163,471.50. Such amount was calculated 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 was outstanding. (F1) 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of HL1 17 LP ("HL1"). 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 HL1. 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. |
| 2 | Derivative | Forward sale contract (obligation to sell) | 2021-08-24 | J | D | 9,608,744 | — | 0 | I See Footnotes | — · — to — | 9,608,744 Common shares | (F3) (Continued from footnote 2) 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. (F2) On August 24, 2021, HL1 settled the previously announced forward sale contract, dated as of August 5, 2021 (the "Forward Contract"), with an unaffiliated third party buyer, Morgan Stanley & Co. LLC. The Forward Contract obligated HL1 to deliver to the buyer 9,608,744 common shares of Restaurant Brands International Inc. (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 for the Number of Forward Shares, HL1 received a cash payment in the amount of $612,163,471.50. Such amount was calculated 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 was outstanding. (F1) 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of HL1 17 LP ("HL1"). 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 HL1. 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. |