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*
3G Restaurant Brands Holdings General Partner Ltd.

(Last) (First) (Middle)
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Limited Partnership [ QSP.UN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Exchangeable units(1)(2) 08/09/2019 C(3) 24,000,000 D $0.00 165,989,638 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
1. Name and Address of Reporting Person*
3G Restaurant Brands Holdings General Partner Ltd.

(Last) (First) (Middle)
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
1. Name and Address of Reporting Person*
3G Restaurant Brands Holdings LP

(Last) (First) (Middle)
C/O 3G CAPITAL, INC.
600 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
Explanation of Responses:
1. Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or a cash amount determined by reference to the weighted average trading price of RBI'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 RBI LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date.
2. 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by 3G RBH. 3G Restaurant Brands Holdings General Partner Ltd. disclaims 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, or for any other purpose.
3. Pursuant to the terms of the limited partnership agreement of RBI LP, 3G RBH delivered to RBI LP exchange notices to exchange in aggregate 24,000,000 exchangeable units held by 3G RBH (the "Exchange"). The exchange notices became irrevocable on August 9, 2019 with respect to 24,000,000 Exchangeable Units. The Exchange will be effected on or before August 29, 2019.
Remarks:
/s/ Bernardo Piquet 08/12/2019
/s/ Bernardo Piquet 08/12/2019
** 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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