Sec Form 4 Filing - Finazzo Christopher L. @ Restaurant Brands International Inc. - 2020-02-21

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 Finazzo Christopher L. 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) 130 KING STREET WEST, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2020 (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 02/21/2020 A 1,008 ( 1 ) A $ 66.31 ( 2 ) 3,880 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 Option (right to buy) $ 42.26 ( 3 ) 03/05/2025 Common Shares 129 129 D Option (right to buy) $ 42.26 03/06/2020 03/05/2025 Common Shares 20,000 20,000 D Option (right to buy) $ 33.67 02/26/2021 02/25/2026 Common Shares 20,000 20,000 D Restricted Share Units ( 4 ) ( 5 ) ( 5 ) Common Shares 1,602 1,602 D Dividend Equivalent Rights ( 6 ) ( 7 ) ( 7 ) Common Shares 147.6466 147.6466 D Restricted Share Units ( 4 ) ( 8 ) ( 8 ) Common Shares 1,180 1,180 D Dividend Equivalent Rights ( 6 ) ( 9 ) ( 9 ) Common Shares 90.3079 90.3079 D Option (right to buy) $ 55.55 02/24/2022 02/23/2027 Common Shares 10,000 10,000 D Performance Share Units ( 10 ) 02/23/2023 02/23/2023 Common Shares 80,818.5197 80,818.5197 D Dividend Equivalent Rights ( 6 ) ( 11 ) ( 11 ) Common Shares 5,056.8928 5,056.8928 D Restricted Share Units ( 4 ) ( 12 ) ( 12 ) Common Shares 970 970 D Dividend Equivalent Rights ( 6 ) ( 13 ) ( 13 ) Common Shares 61.0174 61.0174 D Option (right to buy) $ 64.75 02/22/2024 02/21/2029 Common Shares 40,000 40,000 D Restricted Share Units ( 4 ) ( 14 ) ( 14 ) Common Shares 4, 638 4,638 D Dividend Equivalent Rights ( 6 ) ( 15 ) ( 15 ) Common Shares 138.9758 138.9758 D Option (right to buy) $ 66.31 02/21/2020 A 25,000 02/21/2025 02/20/2030 Common Shares 25,000 $ 0 25,000 D Restricted Share Units ( 4 ) 02/21/2020 A 3,362 ( 16 ) ( 17 ) ( 17 ) Common Shares 3,362 $ 0 3,362 D Performance Share Units ( 18 ) 02/21/2020 A 25,000 02/21/2025 02/21/2025 Common Shares 25,000 $ 0 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Finazzo Christopher L. 130 KING STREET WEST SUITE 300 TORONTO, A6M5X 1E1 See Remarks Signatures /s/ Michele Keusch, as Attorney-in-Fact for Christopher L. Finazzo 02/25/2020 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 his investment rights pursuant to the Issuer's 2019 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2019 net bonus to purchase common shares at a purchase price of $66.31 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 16 below pursuant to the Issuer's 2019 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 20, 2020. ( 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 whole 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 and as dividends are paid on the common shares underlying the 2016 RSUs and vestproportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate. ( 8 )These restricted share units vest on December 31, 2021. ( 9 )These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vestproportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate. ( 10 )The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had a three-year performance period beginning January 1, 2015 and endingDecember 31, 2018 and will vest on February 23, 2023, which is the fifth anniversary of the grant date. ( 11 )These dividend equivalent rights accrued on the 2018 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 PBRSUs and vest proportionately with and are subject tosettlement and expiration upon the same terms as the 2018 PBRSUs to which they relate. ( 12 )These restricted share units vest on December 31, 2022. ( 13 )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 vestproportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate. ( 14 )These restricted share units vest on December 31, 2023. ( 15 )These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 RSUs and vestproportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate. ( 16 )The Issuer granted the 2020 restricted share units ("2020 RSUs") to the Reporting Person pursuant to the Issuer's 2019 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2019 net bonus to purchase Investment Shares and received a matching grant of 2020 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 $66.31 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells 50% or less of the Investment Shares, he will forfeit 1,681 of the 2020 RSUs and a proportionate number of the remaining 2020 RSUs based on the number of Investment Shares sold. If the Reporting Person sells more than 50% of the Investment Shares, he will forfeit all of the 2020 RSUs. ( 17 )These restricted share units vest on December 31, 2024. ( 18 )The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have a performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% on February 21, 2025, which is the fifth anniversary of the grant date. 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.

Remarks: President, Burger King North America

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.