X0306 4 2020-09-14 0 0001618756 Restaurant Brands International Inc. QSR 0001771305 Athayde Felipe A 5707 BLUE LAGOON DRIVE MIAMI FL 33126 0 1 0 0 Brand Pres., Popeyes, Americas Common Stock 2020-09-14 4 M 0 3714 42.26 A 24667 D Common Stock 2020-09-14 4 M 0 133333 42.26 A 158000 D Common Stock 2020-09-14 4 S 0 152980 56.20 D 5020 D Common Stock 2020-09-14 4 S 0 5020 56.23 D 0 D Option (right to buy) 42.26 2020-09-14 4 M 0 3714 0.00 D 2025-03-05 Common Shares 3714 0 D Option (right to buy) 42.26 2020-09-14 4 M 0 133333 0.00 D 2025-03-05 Common Shares 133333 0 D Restricted Share Units 2020-09-14 4 D 0 10692 0.00 D Common Shares 10692 0 D Dividend Equivalent Rights 2020-09-14 4 D 0 1271.4033 0.00 D Common Shares 1271.4033 0 D Restricted Share Units 2020-09-14 4 D 0 6833 0.00 D Common Shares 6833 0 D Dividend Equivalent Rights 2020-09-14 4 D 0 703.0956 0.00 D Common Shares 703.0956 0 D Restricted Share Units 2020-09-14 4 D 0 3307 0.00 D Common Shares 3307 0 D Dividend Equivalent Rights 2020-09-14 4 D 0 294.1105 0.00 D Common Shares 294.1105 0 D Performance Share Units 2021-02-06 2021-02-06 Common Shares 80800 80800 D Dividend Equivalent Rights Common Shares 9600.4004 9600.4004 D Restricted Share Units 2020-09-14 4 D 0 6907 0.00 D Common Shares 6907 0 D Dividend Equivalent Rights 2020-09-14 4 D 0 381.1907 0.00 D Common Shares 381.1907 0 D Option (right to buy) 64.75 2024-02-22 2029-02-21 Common Shares 30000 30000 D Option (right to buy) 66.31 2025-02-21 2030-02-20 Common Shares 15000 15000 D Restricted Share Units 2020-09-14 4 D 0 4415 0.00 D Common Shares 4415 0 D Dividend Equivalent Rights 2020-09-14 4 D 0 108.126 0.00 D Common Shares 108.126 0 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 15000 15000 D Dividend Equivalent Rights Common Shares 367.3589 367.3589 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 20000 20000 D Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $55.91 to $56.28 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 reported shares were sold in Canadian dollars at prices ranging from CAD 74.06 to CAD 74.09 per share. The sales prices were converted into U.S. dollar equivalents ranging from $56.21 to $56.24 per share using the Bank of Canada daily exchange rate on September 14, 2020 of 0.7590. 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. These options are immediately exercisable. Each restricted share unit represents a contingent right to receive one common share. Represents the forfeiture of restricted share units and dividend equivalent rights that accrued on such restricted share units. The restricted share units and dividend equivalent rights were forfeited for no consideration when the associated investment shares were sold pursuant to the terms of the Issuer's applicable Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan. These restricted share units vest on December 31, 2020. Each whole dividend equivalent right represents a contingent right to receive one 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 (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date. These dividend equivalent rights accrued on the 2016 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 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. These restricted share units vest on December 31, 2024. These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate. The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% on February 21, 2025, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition. 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. These dividend equivalent rights accrued on the 2020 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 PBRSUs to which they relate. The shares reported represent an award of 2020 PBRSUs granted to the Reporting Person. The 2020 PBRSUs will have a performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% on February 21, 2025. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition. /s/ Michele Keusch, As Attorney-in-Fact for Felipe A. Athayde 2020-09-16