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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Santoro Alexandre (Last) (First) (Middle) 5505 BLUE LAGOON DRIVE (Street) MIAMI FL 33126 (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) President, Popeyes
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/23/2018		A		2,892(1)	A	$58.44(2)	10,012	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
Option (right to buy)	$37.97							03/06/2020	06/29/2025	Common Shares	166,667		166,667	D
Restricted Share Units	(3)							(4)	(4)	Common Shares	13,212		13,212	D
Dividend Equivalent Rights	(5)							(6)	(6)	Common Shares	363.9607		363.9607	D
Performance Share Units	(7)							02/26/2021	02/26/2021	Common Shares	80,000		80,000	D
Dividend Equivalent Rights	(8)							(9)	(9)	Common Shares	2,203.8194		2,203.8194	D
Option (right to buy)	$55.55							02/24/2022	02/23/2027	Common Shares	120,000		120,000	D
Restricted Share Units	(3)							(10)	(10)	Common Shares	13,501		13,501	D
Dividend Equivalent Rights	(5)							(11)	(11)	Common Shares	173.0972		173.0972	D
Option (right to buy)	$56.92							05/05/2022	05/04/2027	Common Shares	125,000		125,000	D
Restricted Share Units	(3)	02/23/2018		A		9,640(12)		(13)	(13)	Common Shares	9,640	$0.00	9,640	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 12 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. Each restricted share unit represents a contingent right to receive one common share.

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

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

6. 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.

7. The shares reported represent an award of performance based restricted share units (the "PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 24, 2021, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.

8. Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.

9. 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.

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

11. 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.

12. 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 4,820 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.

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

Remarks:

	/s/ Jill Granat, As Attorney-in-Fact for Alexandre Santoro	02/27/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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