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^*

Dunnigan Matthew

(Last)

(First)

(Middle)

130 KING STREET WEST

SUITE 300

(Street)

TORONTO

M5X 1E1

(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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2023

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	02/22/2023		A		3,877⁽¹⁾	A	$67.75⁽²⁾	54,390.9247	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)
Option (right to buy)	$42.26							⁽³⁾	03/05/2025	Common Shares	30,000		30,000	D
Option (right to buy)	$55.55							⁽³⁾	02/23/2027	Common Shares	40,000		40,000	D
Option (right to buy)	$56.92							05/05/2022	05/04/2027	Common Shares	40,000		40,000	D
Option (right to buy)	$58.44							02/23/2023	02/22/2028	Common Shares	100,000		100,000	D
Restricted Share Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	7,497.1481		7,497.1481	D
Performance Share Units	⁽⁶⁾							02/22/2024	02/22/2024	Common Shares	115,340.7394		115,340.7394	D
Option (right to buy)	$66.31							02/21/2025	02/20/2030	Common Shares	50,000		50,000	D
Restricted Share Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Shares	8,270.1034		8,270.1034	D
Performance Share Units	⁽⁸⁾							02/21/2025	02/21/2025	Common Shares	55,992.5753		55,992.5753	D
Restricted Share Units	⁽⁴⁾							⁽⁹⁾	⁽⁹⁾	Common Shares	5,906.5805		5,906.5805	D
Restricted Share Units	⁽⁴⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	5,351.3619		5,351.3619	D
Performance Share Units	⁽¹¹⁾							02/19/2024	02/19/2024	Common Shares	35,976.4449		35,976.4449	D
Restricted Share Units	⁽⁴⁾							⁽¹²⁾	⁽¹²⁾	Common Shares	12,316.0297		12,316.0297	D
Performance Share Unit	⁽¹³⁾							02/25/2025	02/25/2025	Common Shares	51,252.7057		51,252.7057	D
Restricted Share Units	⁽⁴⁾	02/22/2023		A		14,541⁽¹⁴⁾		⁽¹⁵⁾	⁽¹⁵⁾	Common Shares	14,541	$0.00	14,541	D
Performance Share Unit	⁽¹⁶⁾	02/22/2023		A		36,900		02/22/2026	02/22/2026	Common Shares	36,900	$0.00	36,900	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 2022 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of his 2022 net bonus to purchase common shares at a purchase price of $67.75 per share ("Investment Shares").

2. Pursuant to the Issuer's 2014 Omnibus Incentive Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 14 below pursuant to the Issuer's 2022 Bonus Swap Program is 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 21, 2023.

3. These options are immediately exercisable.

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

5. These restricted share units vest on December 31, 2023.

6. The shares reported represent an award of performance based restricted share units ("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. These restricted share units vest on December 31, 2024.

8. The shares reported represent an award of performance based restricted share units ("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.

9. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.

10. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

11. The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning 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.

12. These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.

13. The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2024 and to the extent earned will vest on February 25, 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.

14. The Issuer granted the 2023 restricted share units ("2023 RSUs") to the Reporting Person pursuant to the Issuer's 2022 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2022 net bonus to purchase Investment Shares and received a matching grant of 2023 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 $67.75 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 2023 RSUs that have not yet vested.

15. These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.

16. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026. 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.

Remarks:

	/s/ Michele Keusch, as Attorney-in-Fact for Matthew Dunnigan	02/24/2023
	** 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).
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