Sec Form 4 Filing - Machado Fernando @ 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 Machado Fernando 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 Marketing 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 4,203 ( 1 ) A $ 60.55 ( 2 ) 20,905.8702 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) $ 27.28 ( 3 ) 03/06/2024 Common Shares 123,000 123,000 D Option (right to buy) $ 42.26 ( 3 ) 03/05/2025 Common Shares 11,420 11,420 D Option (right to buy) $ 42.26 ( 3 ) 03/05/2025 Common Shares 40,000 40,000 D Performance Share Units ( 4 ) 02/26/2021 02/26/2021 Common Shares 34,504.8899 34,504.8899 ( 5 ) D Restricted Share Units ( 6 ) ( 7 ) ( 7 ) Common Shares 5,600.5092 5,600.5092 ( 8 ) D Option (right to buy) $ 58.44 02/23/2023 02/22/2028 Common Shares 40,000 40,000 D Restricted Share Units ( 6 ) ( 9 ) ( 9 ) Common Shares 4,395.7602 4,395.7602 ( 10 ) D Performance Share Units ( 11 ) 02/22/2024 02/22/2024 Common Shares 201,699.4258 201,699.4258 ( 12 ) D Restricted Share Units ( 6 ) ( 13 ) ( 13 ) Common Shares 6,081.0582 6,081.0582 ( 14 ) D Restricted Share Units ( 6 ) ( 15 ) ( 15 ) Common Shares 11,092.9482 11,092.9482 ( 16 ) D Restricted Share Units ( 6 ) 02/19/2021 A 16,500 ( 17 ) ( 17 ) Common Shares 16,500 $ 0 16,500 D Restricted Share Units ( 6 ) 02/19/2021 A 14,011 ( 18 ) ( 19 ) ( 19 ) Common Shares 14,011 $ 0 14,011 D Performance Share Units ( 20 ) 02/19/2021 A 33,500 02/19/2024 02/19/2024 Common Shares 33,500 $ 0 33,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Machado Fernando 130 KING STREET WEST SUITE 300 TORONTO, A6M5X 1E1 Chief Marketing Officer Signatures /s/ Michele Keusch, as Attorney-in-Fact for Fernando Machado 02/23/2014 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 18 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 options are immediately exercisable. ( 4 )The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and endingDecember 31, 2018 and will vest on February 26, 2021, which is the fifth anniversary of the grant date. ( 5 )Includes 4,189.4955 dividend equivalent rights that accrued on the 2016 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs to which they relate. ( 6 )Each restricted share unit represents a contingent right to receive one common share. ( 7 )These restricted share units vest on December 31, 2021. ( 8 )Includes 611.5092 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. ( 9 )These restricted share units vest on December 31, 2022. ( 10 )Includes 429.7602 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. ( 11 )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. ( 12 )Includes 11,699.4258 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. ( 13 )These restricted share units vest on December 31, 2023. ( 14 )Includes 419.0582 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. ( 15 )These restricted share units vest on December 31, 2024. ( 16 )Includes 454.9482 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. ( 17 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 2023. ( 18 )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. ( 19 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. ( 20 )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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