3g restaurant brands holdings general partner ltd - see footnote 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 See Footnote

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.
f5 3g restaurant brands holdings general partner ltd. is the general partner of each of 3g rbh, holdings 1 and holdings 2. 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 each of 3g rbh, holdings 1 and holdings 2. 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, or for any other purpose.
f6 in connection with the internal restructuring and pursuant to the terms of the partnership agreement, 3g rbh delivered to rbi lp an exchange notice to exchange 25,692,413 exchangeable units held by 3g rbh (the "exchange"). in connection with the transfers described above, holdings 1 and holdings 2 each succeeded to the rights and obligations of 3g rbh under the partnership agreement and the exchange notice, in each case to the extent applicable to the exchangeable units transferred. as announced by rbi on december 3, 2015, 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 17,542,410 common shares in exchange for 17,542,410 exchangeable units to holdings 1 and by repurchasing 8,150,003 exchangeable units for cash from holdings 2.
f7 (continued from footnote 6) the exchange notices became irrevocable on december 7, 2015. the exchange will be effected as of the close of business on december 14, 2015. 3g restaurant brands holdings general partner ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by holdings 1 and holdings 2. 3g restaurant brands holdings general partner ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.


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 See Footnote

Invested in Restaurant Brands International Inc bought 25692413 shares remaining shares owned 243858915

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.
f4 the reported transactions involved a transfer of an aggregate amount of 25,692,413 exchangeable units of rbi lp by 3g rbh to holdings 1 and holdings 2.
f5 3g restaurant brands holdings general partner ltd. is the general partner of each of 3g rbh, holdings 1 and holdings 2. 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 each of 3g rbh, holdings 1 and holdings 2. 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, or for any other purpose.
f6 in connection with the internal restructuring and pursuant to the terms of the partnership agreement, 3g rbh delivered to rbi lp an exchange notice to exchange 25,692,413 exchangeable units held by 3g rbh (the "exchange"). in connection with the transfers described above, holdings 1 and holdings 2 each succeeded to the rights and obligations of 3g rbh under the partnership agreement and the exchange notice, in each case to the extent applicable to the exchangeable units transferred. as announced by rbi on december 3, 2015, 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 17,542,410 common shares in exchange for 17,542,410 exchangeable units to holdings 1 and by repurchasing 8,150,003 exchangeable units for cash from holdings 2.
f7 (continued from footnote 6) the exchange notices became irrevocable on december 7, 2015. the exchange will be effected as of the close of business on december 14, 2015. 3g restaurant brands holdings general partner ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by holdings 1 and holdings 2. 3g restaurant brands holdings general partner ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.


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 See Footnote

Invested in Restaurant Brands International Inc bought 17542410 shares at $0.00 remaining shares owned 17542410

Common Shares Restaurant Brands International Inc Qsr Transaction code: C Conversion of derivative security (usually options)

f5 3g restaurant brands holdings general partner ltd. is the general partner of each of 3g rbh, holdings 1 and holdings 2. 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 each of 3g rbh, holdings 1 and holdings 2. 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, or for any other purpose.
f6 in connection with the internal restructuring and pursuant to the terms of the partnership agreement, 3g rbh delivered to rbi lp an exchange notice to exchange 25,692,413 exchangeable units held by 3g rbh (the "exchange"). in connection with the transfers described above, holdings 1 and holdings 2 each succeeded to the rights and obligations of 3g rbh under the partnership agreement and the exchange notice, in each case to the extent applicable to the exchangeable units transferred. as announced by rbi on december 3, 2015, 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 17,542,410 common shares in exchange for 17,542,410 exchangeable units to holdings 1 and by repurchasing 8,150,003 exchangeable units for cash from holdings 2.
f7 (continued from footnote 6) the exchange notices became irrevocable on december 7, 2015. the exchange will be effected as of the close of business on december 14, 2015. 3g restaurant brands holdings general partner ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by holdings 1 and holdings 2. 3g restaurant brands holdings general partner ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.