3g special situations fund ii lp - direct investment history in Burger king worldwide inc

Filed on 2014-12-16 by 3g Capital Partners Ii, L.P. SEC CIK 1627803 Form 4

Accession 0001209191-14-076070.txt Sec File: edgar/data/1627803/0001209191-14-076070-index.htm

2014-12-12 3g Special Situations Fund Ii Lp (CIK 1552371) through Direct

Invested in Burger King Worldwide Inc sold 243858915 shares remaining shares owned 0

Common Stock Burger King Worldwide Inc Bkw Transaction code: D Sale (or disposition) back to the issuer of the securities

f1 on december 12, 2014, burger king worldwide, inc. ("burger king worldwide") consummated the business combination (the "merger") pursuant to the arrangement agreement and plan of merger dated august 26, 2014 by and among burger king worldwide, tim hortons inc., restaurant brands international inc. (f/k/a 9060669 canada inc. or 1011773 b.c. unlimited liability company), restaurant brands international limited partnership (f/k/a new red canada limited partnership or new red canada partnership), blue merger sub, inc., a corporation incorporated under the laws of delaware, and 8997900 canada inc. (the "arrangement agreement").
f2 pursuant to the arrangement agreement, these shares of burger king worldwide common stock were converted into the right to receive, in exchange for each share of burger king worldwide common stock held, at the reporting person's election, either (i) 0.99 newly issued restaurant brands international inc. common shares and 0.01 newly issued restaurant brands international limited partnership exchangeable units, or (ii) one restaurant brands international limited partnership exchangeable unit. (continued on footnote 3)
f3 each restaurant brands international limited partnership exchangeable unit is convertible, at the reporting person's election, at any time after the one year anniversary of the merger, 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.
f4 3g special situations fund ii, l.p. directly owns the reported securities. as a result, 3g special situations partners, ltd., as the general partner of 3g special situations fund ii, l.p., 3g capital partners ii, l.p., as the parent company of 3g special situations partners, ltd., and 3g capital partners ltd., as the general partner of 3g capital partners ii, l.p., may be deemed to have voting and dispositive power with respect to the reported securities. each of 3g special situations fund ii, l.p., 3g special situations partners, ltd., 3g capital partners ii, l.p. and 3g capital partners ltd. disclaim 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, as amended, or for any other purpose.


Filed on 2012-06-21 by 3g Capital Partners Ltd. SEC CIK 1421669 Form 4

Accession 0001209191-12-034910.txt Sec File: edgar/data/1421669/0001209191-12-034910-index.htm

2012-06-20 3g Special Situations Fund Ii Lp (CIK 1552371) through Direct

Invested in Burger King Worldwide Inc bought 247418486 shares remaining shares owned 247418486

Common Stock Burger King Worldwide Inc Bkw Transaction code: J Other acquisition or disposition (transaction described in footnotes)

f1 pursuant to that certain business combination agreement and plan of merger, dated as of april 3, 2012, by and among justice holdings limited, justice delaware holdco inc. (which has been renamed burger king worldwide, inc. (the "issuer")), justice holdco llc ("merger sub") and burger king worldwide holdings, inc. ("worldwide"), worldwide merged (the "merger") with and into merger sub, with merger sub continuing as the surivivng company. 3g special situations fund, l.p., a shareholder of worldwide prior to the merger, received 247,418,486 shares of common stock, par value $0.01 per share, of the issuer (the "common stock") and $1,410,000,000 in cash, as consideration for the merger on june 20, 2012. the closing price per share of the common stock on june 20, 2012 was $15.01.
f2 3g special situations fund ii, l.p. directly owns the reported securities. as a result, 3g special situations partners, ltd. as the general partner of 3g special situations fund ii, l.p., 3g capital partners, l.p. as the parent company of 3g special situations partners, ltd. and 3g capital ltd. as the general partner of 3g capital partners, l.p. may be deemed to have voting and dispositve power with respect to the reported securities. each of 3g special situations fund ii, l.p., 3g special situations partners, ltd., 3g capital partners, l.p. and 3g capital ltd. disclaim 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, as amended, or for any other purpose.