Edgar Filing: MACEDO ALEXANDRE

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MACEDO ALEXANDRE

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)
President,Tim Hortons

(Last)

(First)

(Middle)

130 KING STREET WEST, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2019

(Street)

TORONTO, A6 M5X 1E1

4. If Amendment, Date 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

(City)

(State)

(Zip)

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								189,864	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Exchangeable units ⁽¹⁾

⁽¹⁾

Common Shares

41,691

Option (right to buy)

$ 42.26

12/31/2019

03/05/2025

Common Shares

33,128

Option (right to buy)

$ 42.26

03/06/2020

03/05/2025

Common Shares

100,000

Restricted Share Units

⁽²⁾

⁽³⁾

Common Shares

28,215

Dividend Equivalent Rights

⁽⁴⁾

04/03/2019

228.5979

⁽⁵⁾

Common Shares

228.5979

$ 0

1,932.495

Option (right to buy)

$ 33.67

02/26/2021

02/25/2026

Common Shares

100,000

Restricted Share Units

⁽²⁾

⁽⁶⁾

Common Shares

11,006

Dividend Equivalent Rights

⁽⁴⁾

04/03/2019

87.8943

⁽⁷⁾

Common Shares

87.8943

$ 0

585.5063

Restricted Share Units

⁽²⁾

⁽⁸⁾

Common Shares

8,555

Dividend Equivalent Rights

⁽⁴⁾

04/03/2019

67.4557

⁽⁹⁾

Common Shares

67.4557

$ 0

341.0589

Performance Share Units

⁽¹⁰⁾

02/23/2023

Common Shares

202,000

Dividend Equivalent Rights

⁽⁴⁾

04/03/2019

1,592.624

⁽¹¹⁾

Common Shares

1,592.624

$ 0

8,035.2576

Restricted Share Units

⁽²⁾

⁽¹²⁾

Common Shares

12,355

Dividend Equivalent Rights

⁽⁴⁾

04/03/2019

94.3994

⁽¹³⁾

Common Shares

94.3994

$ 0

94.3994

Performance Share Units

⁽¹⁴⁾

02/22/2024

Common Shares

125,000

Dividend Equivalent Rights

⁽¹⁵⁾

04/03/2019

955.0733

⁽¹⁶⁾

Common Shares

955.0733

$ 0

955.0733

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MACEDO ALEXANDRE 130 KING STREET WEST SUITE 300 TORONTO, A6 M5X 1E1			President,Tim Hortons

Signatures

/s/ Lisa Giles-Klein, as Attorney-in-Fact for Alexandre Macedo		04/05/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	Each restricted share unit represents a contingent right to receive one common share.
(3)	These restricted share units vest on December 31, 2020.
(4)	Each whole dividend equivalent right 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)	These restricted share units vest on December 31, 2021.
(7)	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.
(8)	These restricted share units vest on December 31, 2022.
(9)	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.
(10)	The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date.
(11)	These dividend equivalent rights accrued on the 2018 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 PBRSUs to which they relate.
(12)	These restricted share units vest on December 31, 2023.
(13)	These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate.
(14)	The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and will vest 100% on February 22, 2024, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.
(15)	Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.
(16)	These dividend equivalent rights accrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate.

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