Housman Jeffrey 的 Form 4/A 修正申報
修正Restaurant Brands International Inc.（QSR），2024/2/28 申報
- 申報編號
- 0000950170-24-022224
- 申報時間
- 2024/2/28
- 交易日
- 2024/2/22-2/23
- 申報延遲
- 6 天
- 10b5-1 計畫
- 沒有勾選
- 原始申報日
- 2024/2/26
這份申報列了 5 筆非衍生性交易、4 筆衍生性交易。公開市場賣出合計 $333.0 萬。交易後 6 天申報。
這份修正申報取代了 0000950170-24-020544（2024/2/26 申報）。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| Housman JeffreyCIK 0001908101 | 高階主管（Chief People & Services） |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
| 交易日 | 證券 | 交易 | 股數 | 價格 | 金額 | 交易後持股 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2024/2/22 | Common Shares | M行使選擇權取得 | +35,697.57 | –F1 | – | 105,666.16 | 直接 | |
| 2024/2/22 | Common Shares | S賣出處分 | −14,086.68 | $75.55 | −$1,064,248.67 | 91,579.48 | 直接 | |
| 2024/2/23 | Common Shares | A公司授予取得 | +2,649 | $75.38F4 | +$199,681.62 | 94,228.48 | 直接 | |
| 2024/2/23 | Common Shares | M行使選擇權取得 | +30,000 | $42.26 | +$1,267,800 | 124,228.48 | 直接 | |
| 2024/2/23 | Common Shares | S賣出處分 | −30,000 | $75.51F6 | −$2,265,300 | 94,228.48 | 直接 |
衍生性證券（表 II）
選擇權、認股權證、限制型股票單位等。股數是標的股票的股數；單價與金額是衍生證券本身的價格，交易後持有是衍生證券的單位數。
| 交易日 | 證券 | 交易 | 標的股數 | 單價 | 金額 | 交易後持有 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2024/2/22 | Common Shares | M行使選擇權處分 | −35,697.57 | $0.00 | $0 | 0 | 直接 | |
| 2024/2/23 | Common Shares | A公司授予取得 | +9,935 | $0.00 | $0 | 9,935 | 直接 | |
| 2024/2/23 | Common Shares | A公司授予取得 | +26,532 | $0.00 | $0 | 26,532 | 直接 | |
| 2024/2/23 | Common Shares | M行使選擇權處分 | −30,000 | $0.00 | $0 | 0 | 直接 |
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- F1
On February 22, 2024, 35,697.5705 of the Reporting Person's performance based restricted share units vested.
表 I 有 1 筆交易的價格引用這則附註。
- F2
Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.
- F3
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 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares").
- F4
Pursuant to the Issuer's 2023 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 New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2024.
表 I 有 1 筆交易的價格引用這則附註。
- F5
This Form 4A is being filed to correct an administrative error to show the exercise of Option (Right to Buy) on February 23, 2024.
- F6
Represents the weighted average price of the share sold. The prices of the shares sold pursuant to the transaction ranged from $75.28 to $75.73 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each price.
表 I 有 1 筆交易的價格引用這則附註。
- F7
The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 22, 2024, which is the fifth anniversary of the grant date.
- F8
Each restricted share unit represents a contingent right to receive one common share.
- F9
The Issuer granted the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 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 $75.38 per share. The RSU Multiplier was 2.25 for executive vice president or above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested.
- F10
These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
- F11
The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. 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.
- F12
These options are fully vested and exercisable.
- F13
Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'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 Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
- F14
These restricted share units vest on December 31, 2024.
- F15
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.
- F16
These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
- F17
These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
- F18
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.
備註
This Form 4/A is being file to report the exercise of 30,000 options that was inadvertently not included in the original Form 4 due to an administrative error. The original Form 4 correctly reflected the sale of the shares received upon exercise of the options. There were no other changes to the original Form 4.