Form 4 for QSR Restaurant Brands International Inc.
Accepted 2024-08-30 00:00:00 ET · period of report 2024-08-30 · accession 0000950142-24-002303 · 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 | 2024-08-30 | 2024-08-30 | QSR | 3G Restaurant Brands Holdings LP | 10% | J - Other | — | -6.53M | 0 | -100% | — |
| DI | 2024-08-30 | 2024-08-30 | QSR | 3G Restaurant Brands Holdings LP | 10% | J - Other | — | +6.53M | 0 | New | — |
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 | 2024-08-30 | J | D | 6,528,013 | — | 0 | I See Footnotes | — | — | (F2) On August 30, 2024, HL1 settled the previously announced forward sale contract, dated as of August 12, 2024 (the "Forward Contract"), with an unaffiliated third party buyer, BofA Securities, Inc. The Forward Contract obligated HL1 to deliver to the buyer up to 6,528,013 Common Shares of the Issuer (the "Forward Shares") on the scheduled settlement date of August 30, 2024 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract in exchange for a cash payment equal to a price per Forward Share of $68.31 multiplied by a factor of (1+(an overnight bank funding rate minus a negotiated spread)) for each day that the Forward Contract was outstanding. 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. (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 which are held directly 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) | 2024-08-30 | J | A | 6,528,013 | — | 0 | I See Footnotes | — · — to — | 6,528,013 Common shares | (F2) On August 30, 2024, HL1 settled the previously announced forward sale contract, dated as of August 12, 2024 (the "Forward Contract"), with an unaffiliated third party buyer, BofA Securities, Inc. The Forward Contract obligated HL1 to deliver to the buyer up to 6,528,013 Common Shares of the Issuer (the "Forward Shares") on the scheduled settlement date of August 30, 2024 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract in exchange for a cash payment equal to a price per Forward Share of $68.31 multiplied by a factor of (1+(an overnight bank funding rate minus a negotiated spread)) for each day that the Forward Contract was outstanding. 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. (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 which are held directly 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. |