Sec Form 4 Filing - Machado Fernando @ Restaurant Brands International Inc. - 2021-03-15

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) 03/15/2021 (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 03/15/2021 M( 1 ) 123,000 A $ 27.28 134,992.0901 D Common Stock 03/15/2021 M( 1 ) 11,420 A $ 42.26 146,412.0901 D Common Stock 03/15/2021 M( 1 ) 39,281 A $ 42.26 185,693.0901 D Common Stock 03/15/2021 S( 1 ) 120,490 D $ 64.01 ( 2 ) 65,203.0901 D Common Stock 03/16/2021 M( 1 ) 719 A $ 42.26 65,922.0901 D Common Stock0 03/16/2021 S( 1 ) 571 D $ 64 ( 3 ) 65,351.0901 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. Conv ersion 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 03/15/2021 M 123,000 ( 4 ) 03/06/2024 Common Shares 123,000 $ 0 0 D Option (right to buy) $ 42.26 03/15/2021 M 11,420 ( 4 ) 03/05/2025 Common Shares 11,420 $ 0 0 D Option (right to buy) $ 42.26 03/15/2021 M 39,281 ( 4 ) 03/05/2025 Common Shares 39,281 $ 0 719 D Option (right to buy) $ 42.26 03/16/2021 M 719 ( 4 ) 03/05/2025 Common Shares 719 $ 0 0 D Restricted Share Units ( 5 ) ( 6 ) ( 6 ) Common Shares 5,600.5092 5,600.5092 D Option (right to buy) $ 58.44 02/23/2023 02/22/2028 Common Shares 40,000 40,000 D Restricted Share Units ( 5 ) ( 7 ) ( 7 ) Common Shares 4,395.7602 4,395.7602 D Performance Share Units ( 8 ) 02/22/2024 02/22/2024 Common Shares 201,699.4258 201,699.4258 D Restricted Share Units ( 5 ) ( 9 ) ( 9 ) Common Shares 6,081.0582 6,081.0582 D Restricted Share Units ( 5 ) ( 10 ) ( 10 ) Common Shares 11,092.9482 11,092.9482 D Restricted Share Units ( 5 ) ( 11 ) ( 11 ) Common Shares 16,500 16,500 D Restricted Share Units ( 5 ) ( 12 ) ( 12 ) Common Shares 14,011 14,011 D Performance Share Units ( 13 ) 02/19/2024 02/19/2024 Common Shares 33,500 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 03/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person exercised these option in order to retain ownership of all shares, less those required to be sold to pay the exercise price and applicable taxes. ( 2 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $64.00 to $64.06 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. ( 3 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $64.00 to $64.03 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 )These options are immediately exercisable. ( 5 )Each restricted share unit represents a contingent right to receive one common share. ( 6 )These restricted share units vest on December 31, 2021. ( 7 )These restricted share units vest on December 31, 2022. ( 8 )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. ( 9 )These restricted share units vest on December 31, 2023. ( 10 )These restricted share units vest on December 31, 2024. ( 11 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 2023. ( 12 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. ( 13 )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.

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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