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Section 1: 4 (FORM 4 SUBMISSION)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
3G Restaurant Brands Holdings General Partner Ltd.
  2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [QSR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O 3G CAPITAL, INC., 600 THIRD AVENUE, 37TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2019
(Street)

NEW YORK, NY 10016
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common shares 08/09/2019   C(2)   24,000,000 A $ 0 24,000,000 I See Footnotes(2)(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Exchangeable units(1)(2) (1) 08/09/2019   C(3)(4)     24,000,000   (1)   (1) Common shares 24,000,000 (1) 165,989,638 D  
Forward sale contract(obligation to sell) (4) 08/09/2019   J/K(4)   24,000,000(4)     (4)   (4) Common shares 24,000,000 (4) 24,000,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
3G Restaurant Brands Holdings General Partner Ltd.
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10016
    X    
3G Restaurant Brands Holdings LP
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10016
    X    

Signatures

 /s/ Bernardo Piquet   08/12/2019
**Signature of Reporting Person Date

 /s/ Bernardo Piquet   08/12/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) 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.
(3) Pursuant to the terms of the limited partnership agreement of RBI LP, 3G RBH delivered to RBI LP exchange notices to exchange in aggregate 24,000,000 exchangeable units held by 3G RBH (the "Exchange"). As announced by RBI on August 8, 2019, 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 24,000,000 common shares in exchange for 24,000,000 Exchangeable Units. The exchange notices became irrevocable on August 9, 2019 with respect to 24,000,000 Exchangeable Units. The Exchange will be effected on or before August 29, 2019.
(4) On August 9, 2019, 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 24,000,000 common shares of RBI (the "Number of Forward Shares") on the maturity date of August 29, 2019 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract (the "Settlement Date"). In exchange, HL1 will receive a cash payment based on a price per share of $72.50 (the "Initial Forward Price") multiplied by a factor of (1+ (an overnight bank funding rate minus 25 basis points)) on each day that the Forward Contract is outstanding.

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