Sec Form 4 Filing - Friesner Jacqueline @ Restaurant Brands International Inc. - 2018-02-23

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 Friesner Jacqueline 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) 02/23/2018 (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 02/23/2018 A 1,197 ( 1 ) A $ 58.44 ( 2 ) 7,602 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 ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Shares 9,098 9,098 D Option (right to buy) $ 3.54 ( 4 ) 02/02/2021 Common Shares 84,840 84,840 D Option (right to buy) $ 3.54 ( 4 ) 02/20/2022 Common Shares 6,771 6,771 D Option (right to buy) $ 3.97 ( 4 ) 02/28/2022 Common Shares 50,305 50,305 D Option (right to buy) $ 18.25 ( 4 ) 02/28/2023 Common Shares 4,657 4,657 D Option (right to buy) $ 18.25 03/01/2018 02/28/2023 Common Shares 20,000 20,000 D Option (right to buy) $ 27.28 12/31/2018 03/06/2024 Common Shares 6,392 6,392 D Option (right to buy) $ 27.28 03/07/2019 03/06/2024 Common Shares 20,000 20,000 D Option (right to buy) $ 42.26 12/31/2019 03/05/2025 Common Shares 6,005 6,005 D Option (right to buy) $ 42.26 03/06/2020 03/05/2025 Common Shares 40,000 40,000 D Restricted Share Units ( 5 ) ( 6 ) ( 6 ) Common Shares 8,630 8,630 D Dividend Equivalent Rights ( 7 ) ( 8 ) ( 8 ) Common Shares 237.5642 237.5642 D Option (right to buy) $ 33.67 02/26/2021 02/25/2026 Common Shares 50,000 50,000 D Restricted Share Units ( 5 ) ( 9 ) ( 9 ) Common Shares 4,800 4,800 D Dividend Equivalent Rights ( 7 ) ( 10 ) ( 10 ) Common Shares 61.5412 61.5412 D Option (right to buy) $ 55.55 02/24/2022 02/23/2027 Common Shares 20,000 20,000 D Restricted Share Units ( 5 ) 02/23/2018 A 3,492 ( 11 ) ( 12 ) ( 12 ) Common Shares 3,492 $ 0 3,492 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Friesner Jacqueline 226 WYECROFT ROAD OAKVILLE, A6L6K 3X7 See Remarks Signatures /s/ Lisa Giles-Klein, As Attorney-in-Fact for Jacqueline Friesner 02/27/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of her investment rights pursuant to the Issuer's 2017 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of her 2017 net bonus to purchase common shares at a purchase price of $58.44 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 11 below pursuant to the Issuer's 2017 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 22, 2018. ( 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, 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 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. ( 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 andas 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 )The Issuer granted the 2018 restricted share units ("2018 RSUs") to the Reporting Person pursuant to the Issuer's 2017 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of her 2017 net bonus to purchase Investment Shares and received a matching grant of 2018 RSUs in an amount equal to 50% of her 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 $58.44 per share. The RSU Multiplier was 1.75 for vice presidents. If the Reporting Person sells 50% or less of the Investment Shares, she will forfeit 1,746 of the 2018 RSUs and a proportionate number of the remaining 2018 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, she will forfeit all of the 2018 RSUs. ( 12 )These restricted share units vest on December 31, 2022.

Remarks: VP, Controller and Principal Accounting Officer

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