Sec Form 4 Filing - Cil Jose E. @ Restaurant Brands International Inc. - 2021-02-19

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) 02/19/2021 (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 02/19/2021 A 8,359 ( 1 ) A $ 60.55 ( 2 ) 250,156.2573 D Common Shares 46,500 I By Trust ( 3 ) Common Shares 4,700 I By Trust ( 4 ) Common Shares 140,300 I By Trust ( 5 ) Common Shares 13,750 I By Trust ( 6 ) Common Shares 189,750 I By Trust ( 7 ) Common Shares 90,000 I By GRAT ( 8 )

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 ( 9 ) ( 9 ) ( 9 ) ( 9 ) Common Shares 105,758 105,758 D Option (right to buy) $ 42.26 ( 10 ) 03/05/2025 Common Shares 35,967 35,967 D Option (right to buy) $ 42.26 ( 10 ) 03/05/2025 Common Shares 166,667 166,667 D Option (right to buy) $ 33.67 02/26/2021 02/25/2026 Common Shares 125,000 125,000 D Restricted Share Units ( 11 ) ( 12 ) ( 12 ) Common Shares 18,740.2083 18,740.2083 ( 13 ) D Restricted Share Units ( 11 ) ( 14 ) ( 14 ) Common Shares 17,616.2914 17,616.2914 ( 15 ) D Performance Share Units ( 16 ) 02/23/2023 02/23/2023 Common Shares 246,256.969 246,256.969 ( 17 ) D Restricted Share Units ( 11 ) ( 18 ) ( 18 ) Common Shares 15,426.04 15,426.04 ( 19 ) D Performance Share Units ( 20 ) 02/22/2024 02/22/2024 Common Shares 295,353.4082 295,353.4082 ( 21 ) D Restricted Share Units ( 11 ) ( 22 ) ( 22 ) Common Shares 17,914.7256 17,914.7256 ( 23 ) D Performance Share Units ( 24 ) 02/21/2025 02/21/2025 Common Shares 260,691.5827 260,691.5827 ( 25 ) D Restricted Share Units ( 11 ) 02/19/2021 A 49,500 ( 26 ) ( 26 ) Common Shares 49,500 $ 0 49,500 D Restricted Share Units ( 11 ) 02/19/2021 A 27,864 ( 27 ) ( 28 ) ( 28 ) Common Shares 27,864 $ 0 27,864 D Performance Share Units ( 29 ) 02/19/2021 A 100,500 02/19/2024 02/19/2024 Common Shares 100,500 $ 0 100,500 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 02/23/2021 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 2020 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2020 net bonus to purchase common shares at a purchase price of $60.55 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 27 below pursuant to the Issuer's 2020 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 18, 2021. ( 3 )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. ( 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 )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. ( 6 )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. ( 7 )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. ( 8 )These shares are held by the Reporting Person's grantor retained annuity trust ("GRAT"), of which the Reporting Person is the trustee and annuitant. ( 9 )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. ( 10 )These options are immediately exercisable. ( 11 )Each restricted share unit represents a contingent right to receive one common share. ( 12 )These restricted share units vest on December 31, 2021. ( 13 )Includes 2,046.2083 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. ( 14 )These restricted share units vest on December 31, 2022. ( 15 )Includes 1,722.2914 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. ( 16 )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. ( 17 )Includes 24,056.969 dividend equivalent rights that accrued on the 2018 PBRSUs, which 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. ( 18 )These restricted share units vest on December 31, 2023. ( 19 )Includes 1,063.04 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. ( 20 )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 performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2024, 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 decrease based on the results of the performance condition. ( 21 )Includes 20,353.4082 dividend equivalent rights that accrued on the 2019 PBRSUs, which 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. ( 22 )These restricted share units vest on December 31, 2024. ( 23 )Includes 734.7256 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. ( 24 )The share s 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 ending December 31, 2021 and to the extent earned will vest 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 decrease based on the results of the performance condition. ( 25 )Includes 10,691.5827 dividend equivalent rights that accrued on the 2020 PBRSUs, which 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. ( 26 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. ( 27 )The Issuer granted the 2021 restricted share units ("2021 RSUs") to the Reporting Person pursuant to the Issuer's 2020 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2020 net bonus to purchase Investment Shares and received a matching grant of 2021 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 $60.55 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2021 RSUs that have not yet vested. ( 28 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. ( 29 )The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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.

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