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^*

Goncalves Heitor

(Last)

(First)

(Middle)

226 WYECROFT ROAD

(Street)

OAKVILLE

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)
02/23/2018

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	02/23/2018		A		3,080⁽¹⁾	A	$58.44⁽²⁾	120,963	D
Common Shares	02/23/2018		M		172,700	A	$3.54	293,663	D
Common Shares	02/23/2018		S		78,363	D	$59.23⁽³⁾	215,300	D
Common Shares	02/26/2018		M		117,304	A	$3.54	332,604	D
Common Shares	02/26/2018		S		53,249	D	$59.04⁽⁴⁾	279,355	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⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	107,478		107,478	D
Option (right to buy)	$3.54	02/23/2018		M			172,700	⁽⁶⁾	02/02/2021	Common Shares	172,700	$0.00	176,069	D
Option (right to buy)	$3.54	02/26/2018		M			117,304	⁽⁶⁾	02/02/2021	Common Shares	117,304	$0.00	58,765	D
Option (right to buy)	$3.54							⁽⁶⁾	02/20/2022	Common Shares	177,791		177,791	D
Option (right to buy)	$18.25							⁽⁶⁾	02/28/2023	Common Shares	30,136		30,136	D
Option (right to buy)	$18.25							03/01/2018	02/28/2023	Common Shares	100,000		100,000	D
Option (right to buy)	$27.28							12/31/2018	03/06/2024	Common Shares	41,788		41,788	D
Option (right to buy)	$27.28							03/07/2019	03/06/2024	Common Shares	80,000		80,000	D
Option (right to buy)	$42.26							12/31/2019	03/05/2025	Common Shares	32,418		32,418	D
Option (right to buy)	$42.26							03/06/2020	03/05/2025	Common Shares	100,000		100,000	D
Restricted Share Units	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Shares	29,700		29,700	D
Dividend Equivalent Rights	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	817.5729		817.5729	D
Option (right to buy)	$33.67							02/26/2021	02/26/2026	Common Shares	150,000		150,000	D
Restricted Share Units	⁽⁷⁾							⁽¹¹⁾	⁽¹¹⁾	Common Shares	14,192		14,192	D
Dividend Equivalent Rights	⁽⁹⁾							⁽¹²⁾	⁽¹²⁾	Common Shares	181.9566		181.9566	D
Restricted Share Units	⁽⁷⁾	02/23/2018		A		10,266⁽¹³⁾		⁽¹⁴⁾	⁽¹⁴⁾	Common Shares	10,266	$0.00	10,266	D

Explanation of Responses:

1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2017 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2017 net bonus to purchase common shares at a purchase price of $58.44 per share ("Investment Shares").

2. Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 13 below pursuant to the Issuer's 2017 Bonus Swap Program is calculated based on, 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 22, 2018.

3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $59.00 to $59.55 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.

4. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $59.00 to $59.68 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.

5. 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.

6. These options are immediately exercisable.

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

8. These restricted share units vest on December 31, 2020.

9. Each whole dividend equivalent right represents a contingent right to receive one common share.

10. 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.

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

12. 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.

13. The Issuer granted the 2018 restricted share units ("2018 RSUs") to the Reporting Person pursuant to the Issuer's 2017 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2017 net bonus to purchase Investment Shares and received a matching grant of 2018 RSUs in an amount equal to 50% of his 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 $58.44 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 5,133 of the 2018 RSUs and a proportionate number of the remaining 2018 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the 2018 RSUs.

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

Remarks:

Senior EVP, Chief Information and Performance Officer and Chief People Officer

	/s/ Lisa Giles-Klein as attorney-in-fact for Heitor Goncalves	02/27/2018
	** Signature of Reporting Person	Date
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