SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kobza Joshua

(Last)

(First)

(Middle)

130 KING STREET WEST

SUITE 300

(Street)

TORONTO

M5X 1E1

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/26/2021		M		402,557.0486	A	⁽¹⁾	526,717.0576	D
Common Shares	02/26/2021		S		157,621.0111	D	$60.31⁽²⁾	369,096.0465	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Exchangeable units⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Shares	5,413		5,413	D
Option (right to buy)	$42.26							⁽⁴⁾	03/05/2025	Common Shares	35,494		35,494	D
Option (right to buy)	$42.26							⁽⁴⁾	03/05/2025	Common Shares	300,000		300,000	D
Performance Share Units	⁽⁵⁾	02/26/2021		M			402,557.0486	02/26/2021	02/26/2021	Common Shares	402,557.0486	⁽¹⁾	0	D
Restricted Share Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Shares	22,579.4027		22,579.4027	D
Option (right to buy)	$56.92							05/05/2022	05/04/2027	Common Shares	200,000		200,000	D
Restricted Share Units	⁽⁶⁾							⁽⁸⁾	⁽⁸⁾	Common Shares	18,965.1669		18,965.1669	D
Restricted Share Units	⁽⁶⁾							⁽⁹⁾	⁽⁹⁾	Common Shares	14,298.327		14,298.327	D
Performance Share Units	⁽¹⁰⁾							02/22/2024	02/22/2024	Common Shares	241,652.7885		241,652.7885	D
Restricted Share Units	⁽⁶⁾							⁽¹¹⁾	⁽¹¹⁾	Common Shares	15,073.1873		15,073.1873	D
Performance Share Units	⁽¹²⁾							02/21/2025	02/21/2025	Common Shares	208,553.2662		208,553.2662	D
Restricted Share Units	⁽¹³⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Shares	41,250		41,250	D
Restricted Share Units	⁽¹³⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common Shares	19,591		19,591	D
Performance Share Units	⁽¹⁶⁾							02/19/2024	02/19/2024	Common Shares	83,750		83,750	D

Explanation of Responses:

1. On February 26, 2021, 402,557.0486 of the Reporting Person's performance based restricted share units vested.

2. Represents shares sold to cover withholding tax obligations on the settlement of the reported vesting of the Reporting Person's performance based restricted share units.

3. 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.

4. These options are immediately exerciseable.

5. The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date.

6. Each restricted share unit represents a contingent right to receive one common share.

7. These restricted share units vest on December 31, 2021.

8. These restricted share units vest on December 31, 2022.

9. These restricted share units vest on December 31, 2023.

10. The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2024, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition.

11. These restricted share units vest on December 31, 2024.

12. The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2025, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition.

13. Each restricted share unit represents a contingent right to receive one common share.

14. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.

15. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

16. The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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.

Remarks:

	/s/ Michele Keusch, As Attorney-in-Fact for Joshua Kobza	03/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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