3g special situations fund ii lp - direct investment history in Restaurant brands international inc

Filed on 2015-09-25 by 3g Capital Partners Ii, L.P. SEC CIK 1627803 Form 4

Accession 0000899243-15-005403.txt Sec File: edgar/data/1627803/0000899243-15-005403-index.htm

2015-09-24 3g Special Situations Fund Ii Lp (CIK 1552371) through Direct

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

Exchangeable Units Restaurant Brands International Inc Qsr underlying security shares 243858915 underlying security title Common Stock

f1 each restaurant brands international limited partnership exchangeable unit is convertible, at the reporting person's election, at any time after december 12, 2015 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.
f2 on september 24, 2015, 3g special situations fund ii, l.p. ("3g special situations fund ii") completed an internal restructuring of its holdings (the "internal restructuring"). in connection with the internal restructuring, 3g special situations fund ii formed 3g restaurant brands holdings lp ("3g rbh") and transferred to it all of its interests in restaurant brands international limited partnership ("rbi lp"). 3g rbh was formed for the purpose of continuing to hold 3g special situations fund ii's interests in rbi lp for the benefit of 3g special situations fund ii's former limited partners and general partner. in consideration for the transfer, 3g special situations fund ii received limited partnership interests in 3g rbh. the transferred 243,858,915 exchangeable units are the sole assets of 3g rbh.
f3 3g special situations fund ii directly owned the reported securities. as a result, 3g special situations partners, ltd., as the general partner of 3g special situations fund ii, 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 had voting and dispositive power with respect to the reported securities. each of 3g special situations fund ii, 3g special situations partners, ltd., 3g capital partners ii, l.p. and 3g capital partners ltd. disclaimed 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 was 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 2014-12-16 by 3g Capital Partners Ii, L.P. SEC CIK 1627803 Form 4

Accession 0001209191-14-076105.txt Sec File: edgar/data/1627803/0001209191-14-076105-index.htm

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

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

Exchangeable Units Restaurant Brands International Inc Qsr underlying security shares 243858915 underlying security title Common Stock

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 reporting persons' election under the arrangement agreement, each share of burger king worldwide common stock previously held by the reporting person was converted into one restaurant brands international limited partnership exchangeable unit. each restaurant brands international limited partnership exchangeable unit is convertible, at the reporting person's election,
f3 (continued from footnote 2) 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.