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Form 4 Restaurant Brands Intern For: Jan 04 Filed by: Schwartz Daniel S

January 6, 2017 5:53 PM EST
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
Expires: December 31, 2014
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 *
Schwartz Daniel S
(Last) (First) (Middle)
226 WYECROFT ROAD
(Street)
OAKVILLE A6 L6K 3X7
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2017
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               29,797 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
Exchangeable units (1) (2) (1) (2)               (2)   (2) Common Shares 137,996   137,996 D  
Option (right to buy) $ 3.54               (3) 02/02/2021 Common Shares 848,420   848,420 D  
Option (right to buy) $ 3.54             12/31/2016 02/20/2022 Common Shares 211,658   211,658 D  
Option (right to buy) $ 3.97             03/01/2017 02/28/2022 Common Shares 503,074   503,074 D  
Option (right to buy) $ 18.25             12/31/2017 02/28/2023 Common Shares 46,575   46,575 D  
Option (right to buy) $ 18.25             03/01/2018 02/28/2023 Common Shares 500,000   500,000 D  
Option (right to buy) $ 27.28             12/31/2018 03/06/2024 Common Shares 95,307   95,307 D  
Option (right to buy) $ 27.28             03/07/2019 03/06/2024 Common Shares 400,000   400,000 D  
Option (right to buy) $ 42.26             12/31/2019 03/05/2025 Common Shares 82,820   82,820 D  
Option (right to buy) $ 42.26             03/06/2020 03/05/2025 Common Shares 333,333   333,333 D  
Restricted Share Units (4)               (5)   (5) Common Shares 57,915   57,915 D  
Dividend Equivalent Rights (6) 01/04/2017   A   211.7556     (7)   (7) Common Shares 211.7556 $ 0 840.9531 D  
Option (right to buy) $ 33.67             02/26/2021 02/25/2026 Common Shares 250,000   250,000 D  
Explanation of Responses:
1. On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). Pursuant to the Reporting Person's election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into one Restaurant Brands International Limited Partnership exchangeable unit.
2. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after the one year anniversary of the Merger, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'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 Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
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, 2020.
6. Each dividend equivalent right represents a contingent right to receive one common share.
7. 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.
/s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz 01/06/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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