Sec Form 4 Filing - Dunnigan Matthew @ Restaurant Brands International Inc. - 2024-02-22

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 Dunnigan Matthew 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) CFO (Last) (First) (Middle) 130 KING STREET WEST, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2024 (Street) TORONTO, A6M5X 1E1 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/22/2024 M 118,991.9018 A 174,855.0165 D Common Shares 02/22/2024 S 46,700.7822 ( 2 ) D $ 75.55 128,154.2343 D Common Shares 02/23/2024 A 3,922 ( 3 ) A $ 75.38 ( 4 ) 132,076.2343 D Common Shares 20,000 I By Spouse

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 Performance Share Units ( 5 ) 02/22/2024 M 118,991.9018 02/22/2024 02/22/2024 Common Shares 118,991.9018 $ 0 0 D Restricted Share Units ( 6 ) 02/23/2024 A 14,709 ( 7 ) ( 8 ) ( 8 ) Common Shares 14,709 $ 0 14,709 D Performance Share Units ( 9 ) 02/23/2024 A 33,165 03/15/2027 03/15/2027 Common Shares 33,165 $ 0 33,165 D Option (Right to Buy) $ 55.55 ( 10 ) 02/23/2027 Common Shares 40,000 40,000 D Option (Right to Buy) $ 56.92 ( 10 ) 05/04/2027 Common Shares 40,000 40,000 D Option (Right to Buy) $ 58.44 ( 10 ) 02/22/2028 Common Shares 100,000 100,000 D Option (Right to Buy) $ 66.31 02/21/2025 02/20/2030 Common Shares 50,000 50,000 D Restricted Share Units ( 6 ) ( 11 ) ( 11 ) Common Shares 8,531.8971 8,531.8971 D Performance Share Units ( 12 ) 02/21/2025 02/21/2025 Common Shares 57,765.0452 57,765.0452 D Restricted Share Units ( 6 ) ( 13 ) ( 13 ) Common Shares 2,759.8269 2,759.8269 D Restricted Share Units ( 6 ) ( 14 ) ( 14 ) Common Shares 8,470.5994 8,470.5994 D Performance Share Units ( 15 ) 02/25/2025 02/25/2025 Common Shares 52,875.1329 52,875.1329 D Restricted Share Units ( 6 ) ( 16 ) ( 16 ) Common Shares 11,251.2343 11,251.2343 D Performance Share Units ( 17 ) 02/22/2026 02/22/2026 Common Shares 38,068.0859 38,068.0859 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dunnigan Matthew 130 KING STREET WEST SUITE 300 TORONTO, A6M5X 1E1 CFO Signatures /s/ Michele Keusch, as Attorney-in-Fact for Matthew Dunnigan 02/26/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 22, 2024, 118,991.9018 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 share units. ( 3 )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 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares"). ( 4 )Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares 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 22, 2024. ( 5 )The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 22, 2024, which is the fifth anniversary of the grant date. ( 6 )Each restricted share unit represents a contingent right to receive one common share. ( 7 )The Issuers grant the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 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 $75.38 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 2024 RSUs that have not yet vested. ( 8 )These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027. ( 9 )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. ( 10 )These options are fully vested and exercisable. ( 11 )These restricted share units vest on December 31, 2024. ( 12 )The shares reported represent an award of performance based restricted share units ("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. ( 13 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. ( 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, 2022 and to the extent earned will vest 100% 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. ( 16 )These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026. ( 17 )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.

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).

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