Axel MR Schwan Form 4 Restaurant Brands International / AXEL MR SCHWAN 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^*

SCHWAN AXEL MR

(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)
Pres., Tim Hortons Americas

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2024

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	02/19/2024		M		29,692.2362	A	$0.00	145,822.4523	D
Common Shares	02/20/2024		S		15,894.254(1)	D	$76.26	129,928.1983	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
Performance Share Units	(2)	02/19/2024		M			29,692.2362	02/19/2024	02/19/2024	Common Shares	29,692.2362	$0.00	0	D
Option (Right to Buy)	$58.44							(3)	02/28/2028	Common Shares	40,000		40,000	D
Option (Right to Buy)	$64.75							02/22/2024	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							02/21/2025	02/20/2030	Common Shares	56,000		56,000	D
Restricted Share Units	(4)							(5)	(5)	Common Shares	3,136.642		3,136.642	D
Performance Share Units	(6)							02/21/2025	02/21/2025	Common Shares	46,212.0361		46,212.0361	D
Restricted Share Units	(4)							(7)	(7)	Common Shares	2,173.7376		2,173.7376	D
Restricted Share Units	(4)							(8)	(8)	Common Shares	7,450.871		7,450.871	D
Performance Share Units	(9)							02/25/2025	02/25/2025	Common Shares	42,299.4695		42,299.4695	D
Restricted Share Units	(4)							(10)	(10)	Common Shares	12,136.3947		12,136.3947	D
Performance Share Units	(11)							02/22/2026	02/22/2026	Common Shares	76,136.1718		76,136.1718	D

Explanation of Responses:

1. Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.

2. 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, 2021 and to the extent earned will vest 100% on February 19, 2024.

3. These options are fully vested and exercisable.

4. Each restricted share unit represents a contingent right to receive one common share.

5. These restricted share units vest on December 31, 2024.

6. 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.

7. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

8. These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 25, 2025.

9. 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, 2022 and to the extent earned will vest 100% 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.

10. These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.

11. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, 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 Axel Schwan	02/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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