Sec Form 4 Filing - Schwartz Daniel S @ Restaurant Brands International Inc. - 2019-05-17

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 Schwartz Daniel S 2. Issuer Name and Ticker or Trading Symbol Restaurant Brands International Inc. [ QSR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 130 KING STREET WEST, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2019 (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 05/17/2019 M( 1 ) 407,696.615 A 461,636.615 D Common Shares 05/17/2019 M 46,575 A $ 18.25 508,211.615 D Common Shares 05/17/2019 M 500,000 A $ 18.25 1,008,211.615 D Common Shares 05/17/2019 M 95,307 A $ 27.28 1,103,518.615 D Common Shares 05/17/2019 M 400,000 A $ 27.28 1,503,518.615 D Common Shares 05/17/2019 S( 2 ) 549,752 D $ 67.72 ( 3 ) 953,766.615 D Common Shares 05/17/2019 S( 2 ) 492,130 D $ 68.06 ( 4 ) 461,636.615 D Common Shares 05/20/2019 G( 5 ) 461,636.615 D $ 0 0 D Common Shares 05/20/2019 G( 5 ) 461,636.615 A $ 0 461,636.615 I By LLC ( 6 ) Common Shares 05/20/2019 G( 7 ) 461,636.615 D $ 0 461,636.615 I By LLC ( 6 ) Common Shares 05/20/2019 G( 7 ) 461,636.615 A $ 0 461,636.615 I By LLC ( 6 ) Common Shares 05/20/2019 G( 8 ) 435,923 D $ 0 854,570 I By LLC ( 9 ) Common Shares 05/20/2019 G( 8 ) 435,923 A $ 0 854,570 I By LLC ( 9 )

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 ( 10 ) ( 10 ) 05/20/2019 G( 5 ) 14,296 ( 10 ) ( 10 ) Common Shares 14,296 $ 0 0 D Exchangeable units ( 10 ) 05/20/2019 G( 5 ) 14,296 ( 10 ) ( 10 ) Common Shares 14,296 $ 0 14,296 I By LLC ( 6 ) Exchangeable units ( 10 ) ( 10 ) 05/20/2019 G( 7 ) 14,296 ( 10 ) ( 10 ) Common Shares 14,296 $ 0 14,296 I By LLC ( 6 ) Exchangeable units ( 10 ) ( 10 ) 05/20/2019 G( 7 ) 14,296 ( 10 ) ( 10 ) Common Shares 14,296 $ 0 14,296 I By LLC ( 6 ) Exchangeable units ( 10 ) ( 10 ) 05/20/2019 G( 8 ) 61,850 ( 10 ) ( 10 ) Common Shares 61,850 $ 0 123,700 I By LLC ( 9 ) Exchangeable units ( 10 ) ( 10 ) 05/20/2019 G( 8 ) 61,850 ( 10 ) ( 10 ) Common Shares 61,850 $ 0 123,700 I By LLC ( 9 ) Option (right to buy) $ 18.25 05/17/2019 M 46,575 ( 11 ) 02/28/2023 Common Shares 46,575 $ 0 0 D Option (right to buy) $ 18.25 05/17/2019 M 500,000 ( 11 ) 02/28/2023 Common Shares 500,000 $ 0 0 D Option (right to buy) $ 27.28 05/17/2019 M 95,307 ( 11 ) 03/06/2024 Common Shares 95,307 $ 0 0 D Option (right to buy) $ 27.28 05/17/2019 M 400,000 ( 11 ) 03/06/2024 Common Shares 400,000 $ 0 0 D Option (right to buy) $ 42.26 05/20/2019 G( 5 ) 416,153 ( 12 ) 03/05/2025 Common Shares 416,153 $ 0 0 D Option (right to buy) $ 42.26 05/20/2019 G( 5 ) 416,153 ( 12 ) 03/05/2025 Common Shares 416,153 $ 0 416,153 I By LLC ( 6 ) Option (right to buy) $ 42.26 05/20/2019 G( 7 ) 416,153 ( 12 ) 03/05/2025 Common Shares 416,153 $ 0 416,153 I By LLC ( 6 ) Option (right to buy) $ 42.26 05/20/2019 G( 7 ) 416,153 ( 12 ) 03/05/2025 Common Shares 416,153 $ 0 416,153 I By LLC ( 6 ) Restricted Share Units ( 13 ) 05/17/2019 M( 1 ) 57,915 ( 14 ) ( 14 ) Common Shares 57,915 $ 0 0 D Dividend Equivalent Rights ( 15 ) 05/17/2019 M( 1 ) 3,966.7005 ( 16 ) ( 16 ) Common Shares 3,966.7005 $ 0 0 D Option (right to buy) $ 33.67 05/20/2019 G( 5 ) 250,000 02/26/2021 02/25/2026 Common Shares 250,000 $ 0 0 D Option (right to buy) $ 33.67 05/20/2019 G( 5 ) 250,000 02/26/2021 02/25/2026 Common Shares 250,000 $ 0 250,000 I By LLC ( 6 ) Option (right to buy) $ 33.67 05/20/2019 G( 7 ) 250,000 02/26/2021 02/25/2026 Common Shares 250,000 $ 0 250,000 I By LLC ( 6 ) Option (right to buy) $ 33.67 05/20/2019 G( 7 ) 250,000 02/26/2021 02/25/2026 Common Shares 250,000 $ 0 250,000 I By LLC ( 6 ) Restricted Share Units ( 13 ) 05/17/2019 M( 1 ) 26,850 ( 17 ) ( 17 ) Common Shares 26,850 $ 0 0 D Dividend Equivalent Rights ( 15 ) 05/17/2019 M( 1 ) 1,428.3883 ( 18 ) ( 18 ) Common Shares 1,428.3883 $ 0 0 D Restricted Share Units ( 13 ) 05/17/2019 M( 1 ) 29,594 ( 19 ) ( 19 ) Common Shares 29,594 $ 0 0 D Dividend Equivalent Rights ( 15 ) 05/17/2019 M( 1 ) 1,179.8127 ( 20 ) ( 20 ) Common Shares 1,179.8127 $ 0 0 D Performance Share Units ( 21 ) 05/17/2019 M( 1 ) 252,500 02/23/2023 02/23/2023 Common Shares 252,500 $ 0 0 D Dividend Equivalent Rights ( 15 ) 05/17/2019 M( 1 ) 10,044.072 ( 22 ) ( 22 ) Common Shares 10,044.072 $ 0 0 D Restricted Share Units ( 13 ) 05/17/2019 M( 1 ) 24,035 ( 23 ) ( 23 ) Common Shares 24,035 $ 0 0 D Dividend Equivalent Rights ( 15 ) 05/17/2019 M( 1 ) 183.6415 ( 24 ) ( 24 ) Common Shares 183.6415 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schwartz Daniel S 130 KING STREET WEST SUITE 300 TORONTO, A6M5X 1E1 X Executive Chairman Signatures /s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz 05/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The award agreements underlying the Reporting Person's restricted share unit awards were modified to provide that the reported restricted share units and the associated dividend equivalent rights were settled into an equal number of restricted shares. The restricted shares will vest upon the same terms as the applicable restricted share units from which they settled, as described in the accompanying footnotes below. ( 2 )Approximately 75% of the proceeds from the reported sales were used to pay the exercise price of the options exercised, taxes on the gain from the sale of shares and taxes on the settlement of the restricted share units and performance share units. ( 3 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $67.46 to $67.90 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 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $67.90 to $68.56 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. ( 5 )The Reporting Person gifted these securities to Miami Restaurant Holdings, LLC in an exempt transaction. The Reporting Person holds all voting and dispositive power for these securities. ( 6 )The securities are held by Miami Restaurant Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Miami Restaurant Holdings LLC except to the extent of his pecuniary interest therein. ( 7 )The Reporting Person gifted all of the equity interests in Miami Restaurant Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction. ( 8 )The Reporting Person gifted a portion of the equity interests in Ameco Food Holdings LLC to a trust for the benefit of the Reporting Person and his immediate family members in an exempt transaction. ( 9 )The securities are held by Ameco Food Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco Food Holdings LLC except to the extent of his pecuniary interest therein. ( 10 )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. ( 11 )These options are immediately exercisable. ( 12 )These options vest in accordance with the following schedule: 82,820 vest on December 31, 2019 and 333,333 vest on March 6, 2020. ( 13 )Each restricted share unit represents a contingent right to receive one restricted common share. ( 14 )These restricted share units vest on December 31, 2020. ( 15 )Each whole dividend equivalent right represents a contingent right to receive one restricted common share. ( 16 )These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as 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. ( 17 )These restricted share units vest on December 31, 2021. ( 18 )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. ( 19 )These restricted share units vest on December 31, 2022. ( 20 )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. ( 21 )The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs had 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. ( 22 )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. ( 23 )These restricted share units vest on December 31, 2023. ( 24 )These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue whenand as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement andexpiration upon the same terms as the 2019 RSUs to which they relate.

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