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*
Friesner Jacqueline
(Last) (First) (Middle)
226 WYECROFT ROAD
(Street)
OAKVILLE A6 L6K 3X7
(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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2016
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)
Code V Amount (A) or (D) Price
Common Shares 02/26/2016 A 2,959(1) A $33.67(2) 4,760 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Exchangeable units(3)(4) (3)(4) (4) (4) Common Shares 9,098 9,098 D
Option (right to buy) $3.54 (5) 02/02/2021 Common Shares 84,840 84,840 D
Option (right to buy) $3.54 12/31/2016 02/20/2022 Common Shares 6,771 6,771 D
Option (right to buy) $3.98 03/01/2017 02/28/2022 Common Shares 50,305 50,305 D
Option (right to buy) $18.25 12/31/2017 02/28/2023 Common Shares 4,657 4,657 D
Option (right to buy) $18.25 03/01/2018 02/28/2023 Common Shares 20,000 20,000 D
Option (right to buy) $27.28 12/31/2018 03/06/2024 Common Shares 6,392 6,392 D
Option (right to buy) $27.28 03/07/2019 03/06/2024 Common Shares 20,000 20,000 D
Option (right to buy) $42.26 12/31/2019 03/05/2025 Common Shares 6,005 6,005 D
Option (right to buy) $42.26 03/06/2020 03/05/2025 Common Shares 40,000 40,000 D
Restricted Share Units (6) 02/26/2016 A 8,630(7) (8) (8) Common Shares 8,630 $0.00 8,630 D
Option (right to buy) $33.67 02/26/2016 A 50,000 02/26/2021 02/25/2026 Common Shares 50,000 $0.00 50,000 D
Explanation of Responses:
1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of her investment rights pursuant to the Issuer's 2015 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of her 2015 net bonus to purchase common shares at a purchase price of $33.67 per share ("Investment Shares").
2. Pursuant to the Issuer's 2014 Omnibus Incentive Plan, the purchase price of the Investment Shares and the exercise price for the matching restricted share units described in footnote 7 below pursuant to the Issuer's 2015 Bonus Swap Program is the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 25, 2016.
3. 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., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). Pursuant to the Reporting Person's 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.
4. 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.
5. These options are immediately exercisable.
6. Each restricted share unit represents a contingent right to receive one common share.
7. The Issuer granted the restricted share units ("RSUs") to the Reporting Person pursuant to the Issuer's 2015 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of her 2015 net bonus to purchase Investment Shares and received a matching grant of RSUs in an amount equal to 50% of her gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $33.67 per share. The RSU Multiplier was 1.75 for vice presidents. If the Reporting Person sells 50% or less of the Investment Shares, she will forfeit 4,315 of the RSUs and a proportionate number of the remaining RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, she will forfeit all of the RSUs.
8. These restricted share units vest on December 31, 2020.
Remarks:
VP, Controller and Principal Accounting Officer
/s/ Lisa Giles-Klein, As Attorney-in-Fact for Jacqueline Friesner 03/01/2016
** 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).
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