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)

130 KING STREET WEST

SUITE 300

(Street)

TORONTO

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								53,940	D
Common Shares								854,570	I	By LLC⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Exchangeable units⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Common Shares	14,296		14,296	D
Exchangeable units⁽²⁾	⁽²⁾							⁽²⁾	⁽²⁾	Common Shares	123,700		123,700	I	By LLC⁽¹⁾
Option (right to buy)	$18.25							⁽³⁾	02/28/2023	Common Shares	46,575		46,575	D
Option (right to buy)	$18.25							⁽³⁾	02/28/2023	Common Shares	500,000		500,000	D
Option (right to buy)	$27.28							⁽³⁾	03/06/2024	Common Shares	95,307		95,307	D
Option (right to buy)	$27.28							⁽³⁾	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⁾	04/03/2019		A		469.2273		⁽⁷⁾	⁽⁷⁾	Common Shares	469.2273	$0.00	3,966.7003	D
Option (right to buy)	$33.67							02/26/2021	02/25/2026	Common Shares	250,000		250,000	D
Restricted Share Units	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Shares	26,850		26,850	D
Dividend Equivalent Rights	⁽⁶⁾	04/03/2019		A		214.4251		⁽⁹⁾	⁽⁹⁾	Common Shares	214.4251	$0.00	1,428.3884	D
Restricted Share Units	⁽⁴⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	29,594		29,594	D
Dividend Equivalent Rights	⁽⁶⁾	04/03/2019		A		233.3471		⁽¹¹⁾	⁽¹¹⁾	Common Shares	233.3471	$0.00	1,179.8127	D
Performance Share Units	⁽¹²⁾							02/23/2023	02/23/2023	Common Shares	252,500		252,500	D
Dividend Equivalent Rights	⁽⁶⁾	04/03/2019		A		1,990.78		⁽¹³⁾	⁽¹³⁾	Common Shares	1,990.78	$0.00	10,044.072	D
Restricted Share Units	⁽⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Shares	24,035		24,035	D
Dividend Equivalent Rights	⁽⁶⁾	04/03/2019		A		183.6415		⁽¹⁵⁾	⁽¹⁵⁾	Common Shares	183.6415	$0.00	183.6415	D

Explanation of Responses:

1. The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco except to the extent of his pecuniary interest therein.

2. 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.

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 whole 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.

8. These restricted share units vest on December 31, 2021.

9. 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.

10. These restricted share units vest on December 31, 2022.

11. 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.

12. The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have 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. 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.

13. 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.

14. These restricted share units vest on December 31, 2023.

15. 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.

Remarks:

	/s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz	04/05/2019
	** 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).
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Daniel S Schwartz Form 4Restaurant Brands International / Daniel S Schwartz ownership change