Sec Form 4 Filing - MACEDO ALEXANDRE @ Restaurant Brands International Inc. - 2019-02-14

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MACEDO ALEXANDRE 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) President,Tim Hortons (Last) (First) (Middle) 130 KING STREET WEST, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2019 (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 02/14/2019 M 16,438 A $ 18.25 103,773 D Common Shares 02/14/2019 M 200,000 A $ 18.25 303,773 D Common Shares 02/14/2019 M 29,325 A $ 27.28 333,098 D Common Shares 02/14/2019 S( 1 ) 141,964 D $ 63.9 ( 2 ) 191,134 D Common Shares 02/14/2019 S 50,000 D $ 63.81 ( 3 ) 141,134 D Common Shares 02/19/2019 P 45,000 ( 4 ) A $ 64.73 ( 5 ) 186,134 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. Transa ction 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 ( 6 ) ( 6 ) ( 6 ) ( 6 ) Common Shares 41,691 41,691 D Option (right to buy) $ 18.25 02/14/2019 M 16,438 ( 7 ) 02/28/2023 Common Shares 16,438 $ 0 0 D Option (right to buy) $ 18.25 02/14/2019 M 200,000 ( 7 ) 02/28/2023 Common Shares 200,000 $ 0 0 D Option (right to buy) $ 27.28 02/14/2019 M 29,325 ( 7 ) 03/06/2024 Common Shares 29,325 $ 0 0 D Option (right to buy) $ 27.28 03/07/2019 03/06/2024 Common Shares 100,000 100,000 D Option (right to buy) $ 42.26 12/31/2019 03/05/2025 Common Shares 33,128 33,128 D Option (right to buy) $ 42.26 03/06/2020 03/05/2025 Common Shares 100,000 100,000 D Restricted Share Units ( 8 ) ( 9 ) ( 9 ) Common Shares 28,215 28,215 D Dividend Equivalent Rights ( 10 ) ( 11 ) ( 11 ) Common Shares 1,703.8971 1,703.8971 D Option (right to buy) $ 33.67 02/26/2021 02/25/2026 Common Shares 100,000 100,000 D Restricted Share Units ( 8 ) ( 12 ) ( 12 ) Common Shares 11,006 11,006 D Dividend Equivalent Rights ( 10 ) ( 13 ) ( 13 ) Common Shares 497.612 497.612 D Restricted Share Units ( 8 ) ( 14 ) ( 14 ) Common Shares 8,555 8,555 D Dividend Equivalent Rights ( 10 ) ( 15 ) ( 15 ) Common Shares 273.6032 273.6032 D Performance Share Units ( 16 ) 02/23/2023 02/23/2023 Common Shares 200,000 200,000 D Dividend Equivalent Rights ( 17 ) ( 18 ) ( 18 ) Common Shares 6,396.3345 6,396.3345 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MACEDO ALEXANDRE 130 KING STREET WEST SUITE 300 TORONTO, A6M5X 1E1 President,Tim Hortons Signatures /s/ Lisa Giles-Klein, as Attorney-in-Fact for Alexandre Macedo 02/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person sold only the portion of the shares issued upon exercise of the options necessary to pay the option exercise price and applicable taxes. ( 2 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.72 to $64.21 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. ( 3 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.77 to $63.92 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. ( 4 )Reflects purchases made to correct an inadvertent sale in order to satisfy the Reporting Person's holding requirements. As reflected in footnotes 2 and 3 above and footnote 5 below, the lowest purchase price for any of the shares purchased was higher than the highest sales price of any of the shares sold as reported in this Form 4, and therefore no profit was derived from the transactions. ( 5 )Represents the weighted average price of the shares purchased. The prices of the shares purchased pursuant to the transaction ranged from $64.52 to $64.78 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares purchased at each separate price. ( 6 )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. ( 7 )These options are immediately exercisable. ( 8 )Each restricted share unit represents a contingent right to receive one common share. ( 9 )These restricted share units vest on December 31, 2020. ( 10 )Each whole dividend equivalent right represents a contingent right to receive one common share. ( 11 )These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividendsare 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 the2016 RSUs to which they relate. ( 12 )These restricted share units vest on December 31, 2021. ( 13 )These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividendsare 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 the2017 RSUs to which they relate. ( 14 )These restricted share units vest on December 31, 2022. ( 15 )These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate. ( 16 )The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition. ( 17 )Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition. ( 18 )These dividend equivalent rights accrued on the PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the PBRSUs to which they relate.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.