Sec Form 4 Filing - SCHWAN AXEL MR @ Restaurant Brands International Inc. - 2021-05-28

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 SCHWAN AXEL MR 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) Pres., Tim Hortons Americas (Last) (First) (Middle) 130 KING STREET WEST, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2021 (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 05/28/2021 M 40,000 A $ 33.67 140,722.7587 D Common Shares 05/28/2021 S 25,931 D $ 69.73 ( 1 ) 114,791.7587 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 Exchangeable Units ( 2 ) ( 2 ) ( 2 ) Common Shares 2,539 2,539 D Option (right to buy) $ 33.67 05/28/2021 M 40,000 ( 3 ) 02/25/2026 Common Shares 40,000 $ 0 0 D Restricted Share Units ( 4 ) ( 5 ) ( 5 ) Common Shares 9,067.9728 9,067.9728 D Option (right to buy) $ 58.44 02/23/2023 02/22/2028 Common Shares 40,000 40,000 D Restricted Share Units ( 4 ) ( 6 ) ( 6 ) Common Shares 6,432.4818 6,432.4818 D Option (right to buy) $ 64.75 02/22/2024 02/21/2029 Common Shares 30,000 30,000 D Restricted Share Units ( 4 ) ( 7 ) ( 7 ) Common Shares 5,816.2941 5,816.2941 D Option (right to buy) $ 66.31 02/21/2025 02/20/2030 Common Shares 56,000 56,000 D Restricted Share Units ( 4 ) ( 8 ) ( 8 ) Common Shares 2,854.0258 2,854.0258 D Performance Share Units ( 9 ) 02/21/2025 02/21/2025 Common Shares 42,048.2624 42,048.2624 D Restricted Share Units ( 4 ) ( 10 ) ( 10 ) Common Shares 13,306.8418 13,306.8418 D Restricted Share Units ( 4 ) ( 11 ) ( 11 ) Common Shares 7,911.5223 7,911.5223 D Performance Share Units ( 12 ) 02/19/2024 02/19/2024 Common Shares 27,016.9212 27,016.9212 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHWAN AXEL MR 130 KING STREET WEST SUITE 300 TORONTO, A6M5X 1E1 Pres., Tim Hortons Americas Signatures /s/ Michele Keusch, as Attorney-in-Fact for Axel Schwan 06/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $69.62 to $69.81 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 price. The proceeds from the sale of shares were used to cover the aggregate exercise price of the options exercised and to satisfy tax withholding obligations for the reported transactions. ( 2 )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 cashamount 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 theexchange 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 certain circumstances). Thisconversion right has no expiration date. ( 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, 2021. ( 6 )These restricted share units vest on December 31, 2022. ( 7 )These restricted share units vest on December 31, 2023. ( 8 )These restricted share units vest on December 31, 2024. ( 9 )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 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. ( 10 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023. ( 11 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. ( 12 )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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