Edgar Filing: Athayde Felipe A

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Athayde Felipe A

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2019

3. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [QSR]

(Last)

(First)

(Middle)

5707 BLUE LAGOON DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Brand Pres., Popeyes, Americas

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MIAMI,Â FLÂ 33126

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	9,198	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Exchangeable units ⁽¹⁾	Â ⁽¹⁾	Â ⁽¹⁾	Common Shares	1,140	$ ⁽¹⁾	D	Â
Option (right to buy)	Â ⁽²⁾	03/06/2024	Common Shares	2,767	$ 27.28	D	Â
Option (right to buy)	Â ⁽²⁾	03/06/2024	Common Shares	50,000	$ 27.28	D	Â
Option (right to buy)	12/31/2019	03/05/2025	Common Shares	3,714	$ 42.26	D	Â
Option (right to buy)	03/06/2020	03/05/2025	Common Shares	133,333	$ 42.26	D	Â
Restricted Share Units	Â ⁽³⁾	Â ⁽³⁾	Common Shares	10,692	$ ⁽⁴⁾	D	Â
Dividend Equivalent Rights	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Shares	645.6873	$ ⁽⁶⁾	D	Â
Restricted Share Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Shares	6,833	$ ⁽⁴⁾	D	Â
Dividend Equivalent Rights	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Shares	308.9389	$ ⁽⁶⁾	D	Â
Restricted Share Units	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Shares	3,307	$ ⁽⁴⁾	D	Â
Dividend Equivalent Rights	Â ⁽¹⁰⁾	Â ⁽¹⁰⁾	Common Shares	105.7634	$ ⁽⁶⁾	D	Â
Performance Share Units	02/26/2021	02/26/2021	Common Shares	80,800	$ ⁽¹¹⁾	D	Â
Dividend Equivalent Rights	Â ⁽¹²⁾	Â ⁽¹²⁾	Common Shares	4,872.2327	$ ⁽⁶⁾	D	Â
Restricted Share Units	Â ⁽¹³⁾	Â ⁽¹³⁾	Common Shares	6,907	$ ⁽⁴⁾	D	Â
Option (right to buy)	02/22/2024	02/21/2029	Common Shares	30,000	$ 64.75	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Athayde Felipe A 5707 BLUE LAGOON DRIVE MIAMI,Â FLÂ 33126	Â	Â	Â Brand Pres., Popeyes, Americas	Â

Signatures

/s/ Lisa Giles-Klein, As Attorney-in-Fact for Felipe A. Athayde		03/25/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, 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.
(2)	These options are immediately exercisable.
(3)	These restricted share units vest on December 31, 2020.
(4)	Each restricted share unit represents a contingent right to receive one common share.
(5)	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.
(6)	Each whole dividend equivalent right represents a contingent right to receive one common share.
(7)	These restricted share units vest on December 31, 2021.
(8)	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.
(9)	These restricted share units vest on December 31, 2022.
(10)	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.
(11)	The shares reported represent an award of performance based restricted share units (the "PBRSUs") granted to the Reporting Person. The 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.
(12)	These dividend equivalent rights accrued on the PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the PBRSUs to which they relate.
(13)	These restricted share units vest on December 31, 2023.

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