Sec Form 4 Filing - Cil Jose E. @ Restaurant Brands International Inc. - 2020-12-31

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 Cil Jose E. 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) Chief Executive Officer (Last) (First) (Middle) 130 KING STREET WEST, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (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 12/02/2020 G 203,500 ( 1 ) D $ 0 408,957 D Common Shares 12/02/2020 G 203,500 ( 1 ) A $ 0 203,500 I By Trust ( 2 ) Common Shares 12/02/2020 G 46,500 ( 3 ) D $ 0 362,457 D Common Shares 12/02/2020 G 46,500 ( 3 ) A $ 0 46,500 I By Trust ( 4 ) Common Shares 12/11/2020 G 145,000 ( 5 ) D $ 0 217,457 D Common Shares 12/11/2020 G 145,000 ( 5 ) A $ 0 191,500 I By Trust ( 4 ) Common Shares 12/15/2020 G 46,500 ( 6 ) D $ 0 145,000 I By Trust ( 4 ) Common Shares 12/15/2020 G 46,500 ( 6 ) A $ 0 46,500 I By Trust ( 7 ) Common Shares 12/15/2020 G 140,300 ( 8 ) D $ 0 4,700 I By Trust ( 4 ) Common Shares 12/15/2020 G 140,300 ( 8 ) A $ 0 140,300 I By Trust ( 9 ) Common Shares 12/28/2020 G 189,750 ( 10 ) D $ 0 13,750 I By Trust ( 2 ) Common Shares 12/28/2020 G 189,750 ( 10 ) A $ 0 189,750 I By Trust ( 11 ) Common Shares 12/31/2020 M 35,640 A 253,097 D Common Shares 12/31/2020 M 4,597.0859 A 257,694.0859 D Common Shares 90,000 I By GRAT ( 14 )

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 ( 15 ) ( 15 ) ( 15 ) ( 15 ) Common Shares 105,758 105,758 D Option (right to buy) $ 42.26 ( 16 ) 03/05/2025 Common Shares 35,967 35,967 D Option (right to buy) $ 42.26 ( 16 ) 03/05/2025 Common Shares 166,667 166,667 D Restricted Share Units ( 17 ) 12/31/2020 M 35,640 ( 18 ) ( 18 ) Common Shares 35,640 $ 0 0 D Dividend Equivalent Rights ( 19 ) 12/31/2020 M 4,597.0859 ( 20 ) ( 20 ) Common Shares 4,597.0859 $ 0 0 D Option (right to buy) $ 33.67 02/26/2021 02/25/2026 Common Shares 125,000 125,000 D Restricted Share Units ( 17 ) ( 21 ) ( 21 ) Common Shares 16,694 16,694 D Dividend Equivalent Rights ( 19 ) ( 22 ) ( 22 ) Common Shares 1,883.5492 1,883.5492 D Restricted Share Units ( 17 ) ( 23 ) ( 23 ) Common Shares 15,894 15,894 D Dividend Equivalent Rights ( 19 ) ( 24 ) ( 24 ) Common Shares 1,569.3875 1,569.3875 D Performance Share Units ( 25 ) 02/23/2023 02/23/2023 Common Shares 222,200 222,200 D Dividend Equivalent Rights ( 19 ) ( 26 ) ( 26 ) Common Shares 21,919.5358 21,919.5358 D Restricted Share Units ( 17 ) ( 27 ) ( 27 ) Common Shares 14,363 14,363 D Dividend Equivalent Rights ( 19 ) ( 28 ) ( 28 ) Common Shares 929.1468 929.1468 D Performance Share Units ( 29 ) 02/22/2024 02/22/2024 Common Shares 275,000 275,000 D Dividend Equivalent Rights ( 30 ) ( 31 ) ( 31 ) Common Shares 17,789.8333 17,789.8333 D Restricted Share Units ( 17 ) ( 32 ) ( 32 ) Common Shares 17,180 17,180 D Dividend Equivalent Rights ( 19 ) ( 33 ) ( 33 ) Common Shares 579.2314 579.2314 D Performance Share Units ( 34 ) 02/21/2025 02/21/2025 Common Shares 250,000 250,000 D Dividend Equivalent Rights ( 30 ) ( 35 ) ( 35 ) Common Shares 8,428.8616 8,428.8616 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cil Jose E. 130 KING STREET WEST SUITE 300 TORONTO, A6M5X 1E1 Chief Executive Officer Signatures /s/ Michele Keusch, as Attorney-in-Fact for Jose Cil 01/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )203,500 shares were gifted to a revocable trust for the benefit of the Reporting Person and his spouse and children. ( 2 )These shares are held by a revocable trust, of which the Reporting Person's spouse is the settlor and trustee for the benefit of the Reporting Person and his spouse and children. ( 3 )46,500 shares were gifted to a revocable trust for the benefit of the Reporting Person and his spouse and children. ( 4 )These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person and his spouse and children. ( 5 )145,000 shares were gifted to a revocable trust for the benefit of the Reporting Person and his spouse and children. ( 6 )46,500 shares were gifted to an irrevocable life insurance trust for the benefit of the Reporting Person's children and other family members. ( 7 )These shares are held by an irrevocable life insurance trust for the benefit of the Reporting Person's children and other family members. The Reporting Person's family member is the trustee of such trust. ( 8 )140,300 shares were gifted to an irrevocable family trust for the benefit of the Reporting Person's spouse and children. ( 9 )These shares are held by an irrevocable family trust for the benefit of the Reporting Person's spouse and children. The Reporting Person retains investment control over the Issuer securities held by such trust. ( 10 )189,750 shares were gifted to an irrevocable family trust for the benefit of the Reporting Person and his children. ( 11 )These shares are held by an irrevocable family trust for the benefit of the Reporting Person and his children. The Reporting Person retains investment control over the Issuer securities held by such trust. ( 12 )On December 31, 2020, 35,640 of the Reporting Person's restricted stock units vested and will settle shortly thereafter. Any shares that are withheld to satisfy tax obligations will be reported separately in connection with the settlement. ( 13 )On December 31, 2020, 4,597.0859 of the Reporting Person's dividend equivalent rights vested and will settle shortly thereafter. Any shares that are withheld to satisfy tax obligations will be reported separately in connection with the settlement. ( 14 )These shares are held by the Reporting Person's grantor retained annuity trust ("GRAT"), of which the Reporting Person is the trustee and annuitant. ( 15 )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 certaincircumstances). This conversion right has no expiration date. ( 16 )These options are immediately exercisable. ( 17 )Each restricted share unit represents a contingent right to receive one common share. ( 18 )These restricted share units vest on December 31, 2020. ( 19 )Each whole dividend equivalent right represents a contingent right to receive one common share. ( 20 )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. ( 21 )These restricted share units vest on December 31, 2021. ( 22 )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. ( 23 )These restricted share units vest on December 31, 2022. ( 24 )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. ( 25 )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 ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. ( 26 )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 to settlement and expiration upon the same terms as the 2018 PBRSUs to which they relate. ( 27 )These restricted share units vest on December 31, 2023. ( 28 )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. ( 29 )The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% on February 22, 2024, 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. ( 30 )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. ( 31 )These dividend equivalent rights a ccrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate. ( 32 )These restricted share units vest on December 31, 2024. ( 33 )These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate. ( 34 )The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period beginning January 1, 2020 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. ( 35 )These dividend equivalent rights accrued on the 2020 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 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).

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