Restaurant Brands International (QSR) Form 4 Restaurant Brands International / THOMAS BENJAMIN CURTIS 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^*

CURTIS THOMAS BENJAMIN

(Last) (First) (Middle)

5707 BLUE LAGOON DRIVE

(Street)

MIAMI FL 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)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2024

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	09/01/2024		M		16,611.0901	A	(1)	43,715.1924	D
Common Shares	09/03/2024		S		6,536.464(2)	D	$68.6276(3)	37,178.7284	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
Restricted Share Units	(4)							(5)	(5)	Common Shares	4,186.9491		4,186.9491	D
Performance Share Units	(6)	09/01/2024		M			16,611.0901	09/01/2024	09/01/2024	Common Shares	16,611.0901	$0	0	D
Restricted Share Units	(4)							(7)	(7)	Common Shares	5,490.061		5,490.061	D
Performance Share Units	(8)							12/15/2024	12/15/2024	Common Shares	16,470.183		16,470.183	D
Restricted Share Units	(4)							(9)	(9)	Common Shares	4,975.2288		4,975.2288	D
Performance Share Units	(10)							02/25/2025	02/25/2025	Common Shares	42,972.8622		42,972.8622	D
Restricted Share Units	(4)							(11)	(11)	Common Shares	7,141.6106		7,141.6106	D
Performance Share Units	(12)							02/22/2026	02/22/2026	Common Shares	46,408.9399		46,408.9399	D
Restricted Share Units	(4)							(13)	(13)	Common Shares	14,754.2011		14,754.2011	D
Performance Share Units	(14)							03/15/2027	03/15/2027	Common Shares	60,647.3554		60,647.3554	D

Explanation of Responses:

1. On September 1, 2024, 16,611.0901 of the Reporting Person's performance based restricted share units vested.

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

3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $68.51 to $68.77 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 separate price.

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

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

6. The shares reported represent an award of performance based restricted share units ("2021-1 PBRSUs") granted to the Reporting Person. The 2021-1 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on September 1, 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.

7. These restricted share units vest in equal installments on December 15, 2022, December 15, 2023 and December 15, 2024.

8. The shares reported represent an award of performance based restricted share units ("2021-2 PBRSUs") granted to the Reporting Person. The 2021-2 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on December 15, 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.

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

10. 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.

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

12. 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.

13. These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.

14. The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. 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:

President, Burger King U.S. and Canada

	/s/ Michele Keusch, as Attorney-in-Fact for Thomas B. Curtis IV	09/04/2024
	** Signature of Reporting Person	Date
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