Daniel S Schwartz Form 4 Restaurant Brands International / Daniel S Schwartz ownership change

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^*

Schwartz Daniel S

(Last) (First) (Middle)

874 SINCLAIR ROAD

(Street)

OAKVILLE A6 L6K 2Y1

(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)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2015

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 Stock	03/06/2015		A		12,423(1)	A	$42.26(2)	12,423	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(3)(4)	(3)(4)							(4)	(4)	Common Stock	137,996		137,996	D
Option (right to buy)	$3.54							10/19/2015	02/02/2021	Common Stock	848,420		848,420	D
Option (right to buy)	$3.54							12/31/2016	02/20/2022	Common Stock	211,658		211,658	D
Option (right to buy)	$3.98							03/01/2017	02/28/2022	Common Stock	503,074		503,074	D
Option (right to buy)	$18.25							12/31/2017	02/28/2023	Common Stock	46,575		46,575	D
Option (right to buy)	$18.25							03/01/2018	02/28/2023	Common Stock	500,000		500,000	D
Option (right to buy)	$27.28							12/31/2018	03/06/2024	Common Stock	95,307		95,307	D
Option (right to buy)	$27.28							03/07/2019	03/06/2024	Common Stock	400,000		400,000	D
Option (right to buy)	$42.26(2)	03/06/2015		A		82,820(5)		12/31/2019	03/05/2025	Common Stock	82,820	$0.00	82,820	D
Option (right to buy)	$42.26	03/06/2015		A		333,333		03/06/2020	03/05/2025	Common Stock	333,333	$0.00	333,333	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 2014 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of his 2014 net bonus to purchase common shares at a purchase price of $42.26 per share ("Investment Shares").

2. Pursuant to the Issuer's 2014 Omnibus Incentive Plan, the purchase price of the Investment Shares and the exercise price for the matching options described in footnote 5 below pursuant to the Issuer's 2014 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 March 5, 2015.

3. 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.

4. 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.

5. The Issuer granted the options to the Reporting Person pursuant to the Issuer's 2014 Bonus Swap Program under its 2014 Omnibus Incentive Plan. The Reporting Person elected to use 50% of his 2014 net bonus to purchase Investment Shares and received a matching grant of stock options in an amount equal to two times his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("Options Multiplier"), and divided by the exercise price of $42.26 per share. The Options Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit 41,410 of the options and a proportionate number of the remaining options based on the number of Investment Shares sold.

Remarks:

	/s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz	03/10/2015
	** Signature of Reporting Person	Date
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