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*
Fulton Duncan
(Last) (First) (Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC.
5707 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)
Chief Corporate Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2022
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 02/25/2022 A 2,496(1) A $55.91(2) 7,777.5743 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) $63.64 08/03/2023 08/03/2028 Common Shares 60,000 60,000 D
Option (Right to Buy) $66.31 02/21/2025 02/21/2030 Common Shares 15,000 15,000 D
Restricted Share Units (3) (4) (4) Common Shares 3,022.5259 3,022.5259 D
Restricted Share Units (3) (5) (5) Common Shares 2,837.5074 2,837.5074 D
Performance Share Units (6) 02/22/2024 02/22/2024 Common Shares 55,540.7177 55,540.7177 D
Performance Share Units (7) 02/21/2025 02/21/2025 Common Shares 26,962.2524 26,962.2524 D
Restricted Share Units (3) (8) (8) Common Shares 5,688.8248 5,688.8248 D
Restricted Share Units (3) (9) (9) Common Shares 5,194.4142 5,194.4142 D
Performance Share Units (10) 02/16/2024 02/19/2024 Common Shares 17,325.0574 17,325.0574 D
Restricted Share Units (3) 02/25/2022 A 11,233(11) (12) (12) Common Shares 11,233 $0.00 11,233 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 2021 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2021 net bonus to purchase common shares at a purchase price of CAD $71.74 per share. The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on February 24, 2022.
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 11 below pursuant to the Issuer's 2021 Bonus Swap Program is calculated based on, the last sales price of a common share of the Issuer on the Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 24, 2022.
3. Each restricted share unit represents a contingent right to receive one common share.
4. These restricted share units vest on December 31, 2023.
5. These restricted share units vest on December 31, 2024.
6. The share reported represent an award of performance base restricted share units (the "2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2024, which is the fifth anniversary of the grant date.
7. The share reported represent an award of performance base restricted share units (the "2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.
8. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
9. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
10. The share reported represent an award of performance base restricted share units (the "2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning on January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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.
11. The Issuer granted the 2022 restricted share units (2022 RSUs") to the Reporting Person pursuant to the Issuer's 2021 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2021 net bonus to purchase Investment Shares and received a matching grant of 2022 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 $55.91 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2022 RSUs that have not yet vested.
12. These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 25, 2025.
Remarks:
/s/ Michele Keusch, as Attorney-in-Fact for Duncan Fulton 03/01/2022
** 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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