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Form 4 Restaurant Brands Intern For: Oct 05 Filed by: Dunnigan Matthew

October 7, 2022 6:03 PM EDT
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
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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 *
Dunnigan Matthew
(Last) (First) (Middle)
130 KING STREET WEST
SUITE 300
(Street)
TORONTO A6 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)
10/05/2022
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               41,449.1545 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) $ 42.26               (1) 03/05/2025 Common Shares 30,000   30,000 D  
Option (right to buy) $ 55.55               (1) 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 (2) 10/05/2022   A   22.1539 (3)     (4)   (4) Common Shares 22.1539 $ 0 2,298.2637 D  
Restricted Share Units (2) 10/05/2022   A   71.6681 (3)     (5)   (5) Common Shares 71.6681 $ 0 7,434.9024 D  
Performance Share Units (6) 10/05/2022   A   1,102.5862 (7)   02/22/2024 02/22/2024 Common Shares 1,102.5862 $ 0 114,383.1133 D  
Option (right to buy) $ 66.31             02/21/2025 02/20/2030 Common Shares 50,000   50,000 D  
Restricted Share Units (2) 10/05/2022   A   79.0571 (3)     (8)   (8) Common Shares 79.0571 $ 0 8,201.4402 D  
Performance Share Units (9) 10/05/2022   A   535.2544 (7)   02/21/2025 02/21/2025 Common Shares 535.2544 $ 0 55,527.6923 D  
Restricted Share Units (2) 10/05/2022   A   112.9265 (3)     (10)   (10) Common Shares 112.9265 $ 0 11,715.0813 D  
Restricted Share Units (2) 10/05/2022   A   76.7284 (3)     (11)   (11) Common Shares 76.7284 $ 0 7,959.8652 D  
Performance Share Units (12) 10/05/2022   A   343.9126 (7)   02/19/2024 02/19/2024 Common Shares 343.9126 $ 0 35,677.7475 D  
Restricted Share Units (2) 10/05/2022   A   156.9782 (3)     (13)   (13) Common Shares 156.9782 $ 0 16,285.0331 D  
Performance Share Unit (14) 10/05/2022   A   489.9442 (7)   02/25/2022 02/25/2022 Common Shares 489.9442 $ 0 50,827.1759 D  
Explanation of Responses:
1. These options are immediately exercisable.
2. Each restricted share unit represents a contingent right to receive one common share.
3. Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
4. These restricted share units vest on December 31, 2022.
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. Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the performance based restricted share units to which they relate.
8. These restricted share units vest on December 31, 2024.
9. 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.
10. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
11. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
12. 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.
13. These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
14. 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.
/s/ Michele Keusch, as Attorney-in-Fact for Matthew Dunnigan 10/07/2022
** 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).
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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