Sec Form 4 Filing - 3G Restaurant Brands Holdings General Partner Ltd. @ Restaurant Brands International Inc. - 2023-02-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person 3G Restaurant Brands Holdings General Partner Ltd. 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 3G CAPITAL, INC.,, 600 THIRD AVENUE, 37TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2023 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/27/2023 C( 1 )( 3 ) 2,213,851 A 2,213,851 I See Footnotes ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 1 ) ( 2 ) ( 1 ) 02/27/2023 C( 3 )( 4 ) 2,213,851 ( 1 ) ( 1 ) Common shares 2,213,851 ( 1 ) 130,448,634 D Forward sale contract (obligation to sell) ( 4 ) 02/27/2023 J/K( 4 ) 2,213,851 ( 4 ) ( 4 ) ( 4 ) Common shares 2,213,851 ( 4 ) 2,213,851 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 3G Restaurant Brands Holdings General Partner Ltd. C/O 3G CAPITAL, INC., 600 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10016 X 3G Restaurant Brands Holdings LP C/O 3G CAPITAL, INC., 600 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10016 X Signatures /s/ Flavio Montini 02/28/2023 Signature of Reporting Person Date /s/ Flavio Montini 02/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or cash amount determined by reference to the weighted average trading price of RBI'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 RBI LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date. ( 2 )3G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by 3G RBH. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. ( 3 )Pursuant to the terms of the limited partnership agreement of RBI LP, 3G RBH delivered to RBI LP an exchange notice to exchange in aggregate 2,213,851 exchangeable units held by 3G RBH (the "Exchange"). As announced by RBI on February 27, 2023, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the Exchange by issuing 2,213,851 common shares in exchange for 2,213,851 exchangeable units. The exchange notice became irrevocable on February 27, 2023 with respect to 2,213,851 exchangeable units. The Exchange will be effected on or before March 16, 2023. ( 4 )On February 27, 2023, HL1 17 LP, an affiliate of 3G Restaurant Brands Holdings General Partner Ltd. ("HL1"), entered into a forward sale contract (the "Forward Contract") with an unaffiliated third party buyer, BofA Securities, Inc. The Forward Contract obligates HL1 to deliver to the buyer 2,213,851 common shares of RBI (the "Forward Shares") on the scheduled settlement date of March 16, 2023 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract. In exchange, HL1 will receive a cash payment based on a price per share of $63.99 multiplied by a factor of (1+ (an overnight bank funding rate minus a negotiated spread)) for each day that the Forward Contract is outstanding. Each Reporting Person disclaims all right, title and interest with respect to the Forward Contract transaction and nothing set forth herein shall be an admission that such Reporting Person has beneficial ownership of the Forward Shares or any transaction relating thereto.

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