3g restaurant brands holdings general partner ltd - direct investment history in Restaurant brands international inc

Filed on 2015-12-07 by 3g Restaurant Brands Holdings General Partner Ltd. SEC CIK 1653986 Form 4

Accession 0000899243-15-009409.txt Sec File: edgar/data/1653986/0000899243-15-009409-index.htm

2015-12-07 3g Restaurant Brands Holdings General Partner Ltd (CIK 1653986) through Direct

Invested in Restaurant Brands International Inc sold 25692413 shares remaining shares owned 218166502

Exchangeable Units Restaurant Brands International Inc Qsr underlying security shares 25692413 underlying security title Common Stock

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 a cash amount equal to a prescribed 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's (subject to the consent of the restaurant brands international inc. conflicts committee, in certain circumstances). this conversion right has no expiration date.
f2 in furtherance of the internal restructuring of 3g restaurant brands holdings lp ("3g rbh") on september 24, 2015, 3g 3g restaurant brands holdings general partner ltd. formed holdings l115 lp ("holdings 1") and holdings l215 lp ("holdings 2") and 3g rbh transferred 17,542,410 and 8,150,003 exchangeable units to holdings 1 and holdings 2, respectively. in consideration for the transfer, 3g rbh received good and valuable consideration. following the transfer, 3g rbh beneficially owns 218,166,502 exchangeable units.
f3 (continued from footnote 2) each of 3g rbh, holdings 1 and holdings 2 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, holdings 1 and holdings 2 is the beneficial owner of the securities for purposes of section 16 of the securities exchange act of 1934, as amended (the "securities exchange act"), or for any other purpose.