Felipe A Athayde Form 4 Restaurant Brands International / Felipe A Athayde 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^*

Athayde Felipe A

(Last)

(First)

(Middle)

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)
Brand Pres., Popeyes, Americas

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2020

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 Stock	09/14/2020		M		3,714	A	$42.26	24,667	D
Common Stock	09/14/2020		M		133,333	A	$42.26	158,000	D
Common Stock	09/14/2020		S		152,980	D	$56.2⁽¹⁾	5,020	D
Common Stock	09/14/2020		S		5,020	D	$56.23⁽²⁾	0	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)
Option (right to buy)	$42.26	09/14/2020		M			3,714	⁽³⁾	03/05/2025	Common Shares	3,714	$0.00	0	D
Option (right to buy)	$42.26	09/14/2020		M			133,333	⁽³⁾	03/05/2025	Common Shares	133,333	$0.00	0	D
Restricted Share Units	⁽⁴⁾	09/14/2020		D⁽⁵⁾			10,692	⁽⁶⁾	⁽⁶⁾	Common Shares	10,692	$0.00⁽⁵⁾	0	D
Dividend Equivalent Rights	⁽⁷⁾	09/14/2020		D⁽⁵⁾			1,271.4033	⁽⁸⁾	⁽⁸⁾	Common Shares	1,271.4033	$0.00⁽⁵⁾	0	D
Restricted Share Units	⁽⁴⁾	09/14/2020		D⁽⁵⁾			6,833	⁽⁹⁾	⁽⁹⁾	Common Shares	6,833	$0.00⁽⁵⁾	0	D
Dividend Equivalent Rights	⁽⁷⁾	09/14/2020		D⁽⁵⁾			703.0956	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	703.0956	$0.00⁽⁵⁾	0	D
Restricted Share Units	⁽⁴⁾	09/14/2020		D⁽⁵⁾			3,307	⁽¹¹⁾	⁽¹¹⁾	Common Shares	3,307	$0.00⁽⁵⁾	0	D
Dividend Equivalent Rights	⁽⁷⁾	09/14/2020		D⁽⁵⁾			294.1105	⁽¹²⁾	⁽¹²⁾	Common Shares	294.1105	$0.00⁽⁵⁾	0	D
Performance Share Units	⁽¹³⁾							02/06/2021	02/06/2021	Common Shares	80,800		80,800	D
Dividend Equivalent Rights	⁽⁷⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Shares	9,600.4004		9,600.4004	D
Restricted Share Units	⁽⁴⁾	09/14/2020		D⁽⁵⁾			6,907	⁽¹⁵⁾	⁽¹⁵⁾	Common Shares	6,907	$0.00⁽⁵⁾	0	D
Dividend Equivalent Rights	⁽⁷⁾	09/14/2020		D⁽⁵⁾			381.1907	⁽¹⁶⁾	⁽¹⁶⁾	Common Shares	381.1907	$0.00⁽⁵⁾	0	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	15,000		15,000	D
Restricted Share Units	⁽⁴⁾	09/14/2020		D⁽⁵⁾			4,415	⁽¹⁷⁾	⁽¹⁷⁾	Common Shares	4,415	$0.00⁽⁵⁾	0	D
Dividend Equivalent Rights	⁽⁷⁾	09/14/2020		D⁽⁵⁾			108.126	⁽¹⁸⁾	⁽¹⁸⁾	Common Shares	108.126	$0.00⁽⁵⁾	0	D
Performance Share Units	⁽¹⁹⁾							02/21/2025	02/21/2025	Common Shares	15,000		15,000	D
Dividend Equivalent Rights	⁽²⁰⁾							⁽²¹⁾	⁽²¹⁾	Common Shares	367.3589		367.3589	D
Performance Share Units	⁽²²⁾							02/21/2025	02/21/2025	Common Shares	20,000		20,000	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 $55.91 to $56.28 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.

2. Represents the weighted average price of the shares sold. The reported shares were sold in Canadian dollars at prices ranging from CAD 74.06 to CAD 74.09 per share. The sales prices were converted into U.S. dollar equivalents ranging from $56.21 to $56.24 per share using the Bank of Canada daily exchange rate on September 14, 2020 of 0.7590. 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.

3. These options are immediately exercisable.

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

5. Represents the forfeiture of restricted share units and dividend equivalent rights that accrued on such restricted share units. The restricted share units and dividend equivalent rights were forfeited for no consideration when the associated investment shares were sold pursuant to the terms of the Issuer's applicable Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan.

6. These restricted share units vest on December 31, 2020.

7. Each whole dividend equivalent right represents a contingent right to receive one common share.

8. 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.

9. These restricted share units vest on December 31, 2021.

10. 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.

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

12. 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.

13. The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date.

14. These dividend equivalent rights accrued on the 2016 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs to which they relate.

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

16. 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.

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

18. These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate.

19. 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 beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% 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 increase or decrease based on the results of the performance condition.

20. Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.

21. These dividend equivalent rights accrued on the 2020 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 PBRSUs to which they relate.

22. The shares reported represent an award of 2020 PBRSUs granted to the Reporting Person. The 2020 PBRSUs will have a performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% on February 21, 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 Felipe A. Athayde	09/16/2020
	** 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 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).
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.

Felipe A Athayde Form 4Restaurant Brands International / Felipe A Athayde ownership change