X0306 4 2019-05-17 0 0001618756 Restaurant Brands International Inc. QSR 0001551400 Schwartz Daniel S 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 1 1 0 0 Executive Chairman Common Shares 2019-05-17 4 M 0 407696.615 A 461636.615 D Common Shares 2019-05-17 4 M 0 46575 18.25 A 508211.615 D Common Shares 2019-05-17 4 M 0 500000 18.25 A 1008211.615 D Common Shares 2019-05-17 4 M 0 95307 27.28 A 1103518.615 D Common Shares 2019-05-17 4 M 0 400000 27.28 A 1503518.615 D Common Shares 2019-05-17 4 S 0 549752 67.72 D 953766.615 D Common Shares 2019-05-17 4 S 0 492130 68.06 D 461636.615 D Common Shares 2019-05-20 4 G 0 461636.615 0.00 D 0 D Common Shares 2019-05-20 4 G 0 461636.615 0.00 A 461636.615 I By LLC Common Shares 2019-05-20 4 G 0 461636.615 0.00 D 461636.615 I By LLC Common Shares 2019-05-20 4 G 0 461636.615 0.00 A 461636.615 I By LLC Common Shares 2019-05-20 4 G 0 435923 0.00 D 854570 I By LLC Common Shares 2019-05-20 4 G 0 435923 0.00 A 854570 I By LLC Exchangeable units 2019-05-20 4 G 0 14296 0.00 D Common Shares 14296 0 D Exchangeable units 2019-05-20 4 G 0 14296 0.00 A Common Shares 14296 14296 I By LLC Exchangeable units 2019-05-20 4 G 0 14296 0.00 D Common Shares 14296 14296 I By LLC Exchangeable units 2019-05-20 4 G 0 14296 0.00 A Common Shares 14296 14296 I By LLC Exchangeable units 2019-05-20 4 G 0 61850 0.00 D Common Shares 61850 123700 I By LLC Exchangeable units 2019-05-20 4 G 0 61850 0.00 A Common Shares 61850 123700 I By LLC Option (right to buy) 18.25 2019-05-17 4 M 0 46575 0.00 D 2023-02-28 Common Shares 46575 0 D Option (right to buy) 18.25 2019-05-17 4 M 0 500000 0.00 D 2023-02-28 Common Shares 500000 0 D Option (right to buy) 27.28 2019-05-17 4 M 0 95307 0.00 D 2024-03-06 Common Shares 95307 0 D Option (right to buy) 27.28 2019-05-17 4 M 0 400000 0.00 D 2024-03-06 Common Shares 400000 0 D Option (right to buy) 42.26 2019-05-20 4 G 0 416153 0.00 D 2025-03-05 Common Shares 416153 0 D Option (right to buy) 42.26 2019-05-20 4 G 0 416153 0.00 A 2025-03-05 Common Shares 416153 416153 I By LLC Option (right to buy) 42.26 2019-05-20 4 G 0 416153 0.00 D 2025-03-05 Common Shares 416153 416153 I By LLC Option (right to buy) 42.26 2019-05-20 4 G 0 416153 0.00 A 2025-03-05 Common Shares 416153 416153 I By LLC Restricted Share Units 2019-05-17 4 M 0 57915 0.00 D Common Shares 57915 0 D Dividend Equivalent Rights 2019-05-17 4 M 0 3966.7005 0.00 D Common Shares 3966.7005 0 D Option (right to buy) 33.67 2019-05-20 4 G 0 250000 0.00 D 2021-02-26 2026-02-25 Common Shares 250000 0 D Option (right to buy) 33.67 2019-05-20 4 G 0 250000 0.00 A 2021-02-26 2026-02-25 Common Shares 250000 250000 I By LLC Option (right to buy) 33.67 2019-05-20 4 G 0 250000 0.00 D 2021-02-26 2026-02-25 Common Shares 250000 250000 I By LLC Option (right to buy) 33.67 2019-05-20 4 G 0 250000 0.00 A 2021-02-26 2026-02-25 Common Shares 250000 250000 I By LLC Restricted Share Units 2019-05-17 4 M 0 26850 0.00 D Common Shares 26850 0 D Dividend Equivalent Rights 2019-05-17 4 M 0 1428.3883 0.00 D Common Shares 1428.3883 0 D Restricted Share Units 2019-05-17 4 M 0 29594 0.00 D Common Shares 29594 0 D Dividend Equivalent Rights 2019-05-17 4 M 0 1179.8127 0.00 D Common Shares 1179.8127 0 D Performance Share Units 2019-05-17 4 M 0 252500 0.00 D 2023-02-23 2023-02-23 Common Shares 252500 0 D Dividend Equivalent Rights 2019-05-17 4 M 0 10044.072 0.00 D Common Shares 10044.072 0 D Restricted Share Units 2019-05-17 4 M 0 24035 0.00 D Common Shares 24035 0 D Dividend Equivalent Rights 2019-05-17 4 M 0 183.6415 0.00 D Common Shares 183.6415 0 D The award agreements underlying the Reporting Person's restricted share unit awards were modified to provide that the reported restricted share units and the associated dividend equivalent rights were settled into an equal number of restricted shares. The restricted shares will vest upon the same terms as the applicable restricted share units from which they settled, as described in the accompanying footnotes below. Approximately 75% of the proceeds from the reported sales were used to pay the exercise price of the options exercised, taxes on the gain from the sale of shares and taxes on the settlement of the restricted share units and performance share units. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $67.46 to $67.90 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $67.90 to $68.56 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. The Reporting Person gifted these securities to Miami Restaurant Holdings, LLC in an exempt transaction. The Reporting Person holds all voting and dispositive power for these securities. The securities are held by Miami Restaurant Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Miami Restaurant Holdings LLC except to the extent of his pecuniary interest therein. The Reporting Person gifted all of the equity interests in Miami Restaurant Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction. The Reporting Person gifted a portion of the equity interests in Ameco Food Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction. The securities are held by Ameco Food Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco Food Holdings LLC except to the extent of his pecuniary interest therein. 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. These options are immediately exercisable. These options vest in accordance with the following schedule: 82,820 vest on December 31, 2019 and 333,333 vest on March 6, 2020. Each restricted share unit represents a contingent right to receive one restricted common share. These restricted share units vest on December 31, 2020. Each whole dividend equivalent right represents a contingent right to receive one restricted common share. These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate. These restricted share units vest on December 31, 2021. These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate. These restricted share units vest on December 31, 2022. These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate. The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. These dividend equivalent rights accrued on the PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the PBRSUs to which they relate. These restricted share units vest on December 31, 2023. These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate. /s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz 2019-05-21