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)
05/28/2021

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	05/28/2021		M		40,000	A	$33.67	140,722.7587	D
Common Shares	05/28/2021		S		25,931	D	$69.73(1)	114,791.7587	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	(2)							(2)	(2)	Common Shares	2,539		2,539	D
Option (right to buy)	$33.67	05/28/2021		M			40,000	(3)	02/25/2026	Common Shares	40,000	$0.00	0	D
Restricted Share Units	(4)							(5)	(5)	Common Shares	9,067.9728		9,067.9728	D
Option (right to buy)	$58.44							02/23/2023	02/22/2028	Common Shares	40,000		40,000	D
Restricted Share Units	(4)							(6)	(6)	Common Shares	6,432.4818		6,432.4818	D
Option (right to buy)	$64.75							02/22/2024	02/21/2029	Common Shares	30,000		30,000	D
Restricted Share Units	(4)							(7)	(7)	Common Shares	5,816.2941		5,816.2941	D
Option (right to buy)	$66.31							02/21/2025	02/20/2030	Common Shares	56,000		56,000	D
Restricted Share Units	(4)							(8)	(8)	Common Shares	2,854.0258		2,854.0258	D
Performance Share Units	(9)							02/21/2025	02/21/2025	Common Shares	42,048.2624		42,048.2624	D
Restricted Share Units	(4)							(10)	(10)	Common Shares	13,306.8418		13,306.8418	D
Restricted Share Units	(4)							(11)	(11)	Common Shares	7,911.5223		7,911.5223	D
Performance Share Units	(12)							02/19/2024	02/19/2024	Common Shares	27,016.9212		27,016.9212	D

Explanation of Responses:

1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $69.62 to $69.81 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each price. The proceeds from the sale of shares were used to cover the aggregate exercise price of the options exercised and to satisfy tax withholding obligations for the reported transactions.

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, 2021.

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

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

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

9. The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2025, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition.

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

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

12. 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, 2023 and to the extent earned will vest on February 19, 2024. 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.

Remarks:

	/s/ Michele Keusch, as Attorney-in-Fact for Axel Schwan	06/02/2021
	** 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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