Restaurant Brands International Form 4 / David Chan Shear 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^*

Shear David Chan

(Last)

(First)

(Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 BLUE LAGOON DRIVE

(Street)

MIAMI

33126

(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)
President, International

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2022

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	12/31/2022		M		9,220.2041	A	⁽¹⁾	166,487.6686	D
Common Shares	12/31/2022		M		5,857.5406	A	⁽¹⁾	172,345.2092	D
Common Shares	12/31/2022		M		2,849.9598	A	⁽¹⁾	175,195.169	D
Common Shares	12/31/2022		M		4,888.8048	A	⁽¹⁾	180,083.9738	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)
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	2,545		2,545	D
Option (Right to Buy)	$55.55							⁽³⁾	02/23/2027	Common Shares	100,000		100,000	D
Option (right to Buy)	$58.44							02/23/2023	02/22/2028	Common Shares	40,000		40,000	D
Restricted Share Units	⁽⁴⁾	12/31/2022		M			9,220.2041	⁽⁵⁾	⁽⁵⁾	Common Shares	9,220.2041	$0.00	0	D
Restricted Share Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Shares	9,680.2429		9,680.2429	D
Performance Share Units	⁽⁷⁾							02/22/2024	02/22/2024	Common Shares	57,191.5567		57,191.5567	D
Option (Right to Buy)	$66.31							02/21/2025	02/20/2030	Common Shares	25,000		25,000	D
Restricted Share Units	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Shares	6,698.8608		6,698.8608	D
Performance Share Units	⁽⁹⁾							02/21/2025	02/21/2025	Common Shares	27,763.8461		27,763.8461	D
Performance Share Units	⁽¹⁰⁾							02/21/2025	02/21/2025	Common Shares	21,486.6451		21,486.6451	D
Restricted Share Units	⁽⁴⁾	12/31/2022		M			5,857.5406	⁽¹¹⁾	⁽¹¹⁾	Common Shares	5,857.5406	$0.00	5,857.5407	D
Restricted Share Units	⁽⁴⁾	12/31/2022		M			2,849.9598	⁽¹²⁾	⁽¹²⁾	Common Shares	2,849.9598	$0.00	5,697.7895	D
Performance Share Units	⁽¹³⁾							02/19/2024	02/19/2024	Common Shares	35,677.7475		35,677.7475	D
Restricted Share Units	⁽⁴⁾	12/31/2022		M			4,888.8048	⁽¹⁴⁾	⁽¹⁴⁾	Common Shares	4,888.8048	$0.00	14,664.3552	D
Performance Share Units	⁽¹⁵⁾							02/25/2025	02/25/2025	Common Shares	60,992.203		60,992.203	D

Explanation of Responses:

1. Represents the vesting of the Reporting Person's restricted share units, which will settle shortly thereafter. Any shares that are withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement.

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, 2022.

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

7. The shares reported represent an award of performance based restricted share units (the "2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2024, which is the fifth anniversary of the grant date.

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

9. The shares reported represent an award of performance based restricted share units (the "2020-1 PBRSUs") granted to the Reporting Person. The 2020-1 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.

10. The shares reported represent an award of performance based restricted share units (the "2020-2 PBRSUs") granted to the Reporting Person. The 2020-2 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025.

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

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

13. 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.

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

15. 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, 2024 and to the extent earned will vest 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.

Remarks:

	/s/ Michele Keusch, as Attorney-in-Fact for David Chan Shear	01/04/2023
	** 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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Restaurant Brands International (QSR) Form 4Restaurant Brands International / David Chan Shear ownership change