Axel MR Schwan Form 3 Restaurant Brands International / AXEL MR SCHWAN ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

SCHWAN AXEL MR

(Last)

(First)

(Middle)

130 KING STREET WEST

SUITE 300

(Street)

TORONTO

M5X 1E1

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2020

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

4. 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

5. 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 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	14,364	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Exchangeable Units⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Shares	2,539	⁽¹⁾	D
Option (right to buy)	⁽²⁾	03/05/2025	Common Shares	21,769	42.26	D
Option (right to buy)	03/06/2020	03/05/2025	Common Shares	66,667	42.26	D
Option (right to buy)	02/26/2021	02/25/2026	Common Shares	40,000	33.67	D
Restricted Share Units	⁽³⁾	⁽³⁾	Common Shares	17,820	⁽⁴⁾	D
Dividend Equivalent Rights	⁽⁵⁾	⁽⁵⁾	Common Shares	1,642.3608	⁽⁶⁾	D
Restricted Share Units	⁽⁷⁾	⁽⁷⁾	Common Shares	8,013	⁽⁴⁾	D
Dividend Equivalent Rights	⁽⁸⁾	⁽⁸⁾	Common Shares	613.2521	⁽⁶⁾	D
Option (right to buy)	02/23/2023	02/22/2028	Common Shares	40,000	58.44	D
Restricted Share Units	⁽⁹⁾	⁽⁹⁾	Common Shares	5,757	⁽⁴⁾	D
Dividend Equivalent Rights	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	362.1416	⁽⁶⁾	D
Option (right to buy)	02/22/2024	02/21/2029	Common Shares	30,000	64.75	D
Restricted Share Units	⁽¹¹⁾	⁽¹¹⁾	Common Shares	5,372	⁽⁴⁾	D
Dividend Equivalent Rights	⁽¹²⁾	⁽¹²⁾	Common Shares	160.9698	⁽⁶⁾	D

Explanation of Responses:

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

12. 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/ Michele Keusch, as Attorney-in-Fact for Axel Schwan	01/31/2020
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Axel MR Schwan Form 3Restaurant Brands International / AXEL MR SCHWAN ownership change