Sec Form 4 Filing - Goncalves Heitor @ Restaurant Brands International Inc. - 2016-04-04

Insider filing report for Changes in Beneficial Ownership
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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
Goncalves Heitor
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
(Last) (First) (Middle)
226 WYECROFT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/04/2016
(Street)
OAKVILLE, A6L6K 3X7
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 13,772 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 (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 ) ( 2 ) ( 2 ) ( 2 ) Common Shares 107,478 107,478 D
Option (right to buy) $ 3.54 ( 3 ) 02/02/2021 Common Shares 530,260 530,260 D
Option (right to buy) $ 3.54 12/31/2016 02/20/2022 Common Shares 177,791 177,791 D
Option (right to buy) $ 18.25 12/31/2017 02/28/2023 Common Shares 30,136 30,136 D
Option (right to buy) $ 18.25 03/01/2018 02/28/2023 Common Shares 100,000 100,000 D
Option (right to buy) $ 27.28 12/31/2018 03/06/2024 Common Shares 41,788 41,788 D
Option (right to buy) $ 27.28 03/07/2019 03/06/2024 Common Shares 80,000 80,000 D
Option (right to buy) $ 42.26 12/31/2019 03/05/2025 Common Shares 32,418 32,418 D
Option (right to buy) $ 42.26 03/06/2020 03/05/2025 Common Shares 100,000 100,000 D
Restricted Share Units ( 4 ) ( 5 ) ( 5 ) Common Shares 29,700 29,700 D
Dividend Equivalent Rights ( 6 ) 04/04/2016 A 104 ( 7 ) ( 7 ) Common Shares 104 $ 0 104 D
Option (right to buy) $ 33.67 02/26/2021 02/26/2026 Common Shares 150,000 150,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goncalves Heitor
226 WYECROFT ROAD
OAKVILLE, A6L6K 3X7
See Remarks
Signatures
/s/ Lisa Giles-Klein as attorney-in-fact for Heitor Goncalves 04/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). Pursuant to the Reporting Person's election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into one Restaurant Brands International Limited Partnership exchangeable unit.
( 2 )Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after the one year anniversary of the Merger, 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 RestaurantBrands 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 certaincircumstances). This conversion right has no expiration date.
( 3 )These options are immediately exercisable.
( 4 )Each restricted share unit represents a contingent right to receive one common share.
( 5 )These restricted share units vest on December 31, 2020.
( 6 )Each dividend equivalent right represents a contingent right to receive one common share.
( 7 )These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when andas 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.

Remarks:
Senior EVP, Chief Information and Performance Officer and Chief People Officer

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