Jeffrey Housman Form 4 Restaurant Brands International / Jeffrey Housman 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^*

Housman Jeffrey

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

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)
02/25/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/25/2022		A		3,166(1)	A	$56.05(2)	48,970.2232	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(3)	(3)							(3)	(3)	Common Shares	431		431	D
Option (Right to Buy)	$42.26							(4)	03/06/2025	Common Shares	30,000		30,000	D
Option (Right to Buy)	$55.55							02/24/2022	02/24/2027	Common Shares	20,000		20,000	D
Restricted Share Units	(5)							(6)	(6)	Common Shares	2,462.4997		2,462.4997	D
Option (Right to Buy)	$58.44							02/23/2023	02/23/2028	Common Shares	30,000		30,000	D
Restricted Share Units	(5)							(7)	(7)	Common Shares	3,350.4355		3,350.4355	D
Performance Share Units	(8)							02/22/2024	02/22/2024	Common Shares	33,326.6131		33,326.6131	D
Option (Right to Buy)	$66.31							02/21/2025	02/21/2030	Common Shares	20,000		20,000	D
Restricted Share Units	(5)							(9)	(9)	Common Shares	2,648.9636		2,648.9636	D
Performance Share Units	(10)							02/21/2025	02/21/2025	Common Shares	21,571.365		21,571.365	D
Restricted Share Units	(5)							(11)	(11)	Common Shares	19,393.7549		19,393.7549	D
Restricted Share Units	(5)							(11)	(11)	Common Shares	3,384.3395		3,384.3395	D
Restricted Share Units	(5)	02/25/2022		A		11,875(12)		(13)	(13)	Common Shares	11,875	$0.00	11,875	D

Explanation of Responses:

1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2021 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2021 net bonus to purchase common shares at a purchases price of $56.05 per share ("Investment Shares").

2. Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 12 below pursuant to the Issuer's 2021 Bonus Swap Program is calculated based on, the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 24, 2022.

3. 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.

4. These options are immediately exercisable.

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

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

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

8. The shares reported represent an award of performance base 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.

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

10. The shares reported represents an award of performance based restricted share units (the "2020 PBRSUs") granted to the Reporting Person. The 2020 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.

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 Issuer granted the 2022 restricted share units ("2022 RSUs") to the Reporting Person pursuant to the Issuer's 2021 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2021 net bonus to purchase Investment Shares and received a matching grant of 2022 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $56.05 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2022 RSUs that have not yet vested.

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

Remarks:

Chief People & Services Officer

	/s/ Michele Keusch as Attorney-in-Fact for Jeffrey Housman	03/01/2022
	** Signature of Reporting Person	Date
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