Sec Form 4 Filing - Siddiqui Sami A. @ Restaurant Brands International Inc. - 2022-02-24

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 Siddiqui Sami A. 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) Brand Pres., Popeyes, Americas (Last) (First) (Middle) 5707 BLUE LAGOON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2022 (Street) MIAMI, FL33126 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 02/24/2022 S 14,600 D $ 55 152,821.0663 D Common Shares 02/25/2022 S 5,000 D $ 56.45( 1 ) 147,821.0663 D Common Shares 02/25/2022 A 2,308( 2 ) A $ 56.05( 3 ) 150,129.0663 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) $ 55.55 02/24/2022 02/23/2027 Common Shares 80,000 80,000 D Option (Right to Buy) $ 66.31 02/21/2025 02/20/2030 Common Shares 20,000 20,000 D Restricted Share Units ( 4 ) ( 5 ) ( 5 ) Common Shares 6,360.9396 6,360.9396 D Restricted Share Units ( 4 ) ( 6 ) ( 6 ) Common Shares 7,725.7844 7,725.7844 D Performance Share Units ( 7 ) 02/22/2024 02/22/2024 Common Shares 55,544.3351 55,544.3351 D Performance Share Units ( 8 ) 02/21/2025 02/21/2025 Common Shares 21,571.365 21,571.365 D Performance Share Units ( 9 ) 02/21/2025 02/21/2025 Common Shares 20,867.7979 20,867.7979 D Restricted Share Units ( 4 ) ( 10 ) ( 10 ) Common Shares 9,102.1356 9,102.1356 D Restricted Share Units ( 4 ) ( 11 ) ( 11 ) Common Shares 7,969.5403 7,969.5403 D Performance Share Units ( 12 ) 02/19/2024 02/19/2024 Common Shares 27,720.1404 27,720.1404 D Restricted Share Units ( 4 ) 02/25/2022 A 8,657( 13 ) ( 14 ) ( 14 ) Common Shares 8,657 $ 0 8,657 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Siddiqui Sami A. 5707 BLUE LAGOON DRIVE MIAMI, FL33126 Brand Pres., Popeyes, Americas Signatures /s/ Michele Keusch, as Attorney-in-Fact for Sami A. Siddiqui 02/28/2022 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 $56.40 to $56.53 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. ( 2 )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 2021 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2021 net bonus to purchase common shares at a purchase price of $56.05 per share ("Investment Shares"). ( 3 )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 13 below pursuant to the Issuer's 2021 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 24, 2022. ( 4 )Each restricted share unit represents a contingent right to receive one common share. ( 5 )These restricted share units vest on December 31, 2023. ( 6 )These restricted share units vest on December 31, 2024. ( 7 )The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2024, which is the fifth anniversary of the grant date. ( 8 )The shares reported represent an award of performance based restricted share units (the "2020-1 PBRSUs") granted to the Reporting Person. The 2020-1 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date. ( 9 )The shares reported represent an award of performance based restricted share units ("2020-2 PBRSUs") granted to the Reporting Person. The 2020-2 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025. ( 10 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 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. ( 13 )The Issuer granted the 2022 restricted share units ("2022 RSUS") to the Reporting Person pursuant to the Issuer's 2021 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2021 net bonus to purchase Investment Shares and received a matching grant of 2022 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 $56.05 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2022 RSUs that have not yet vested. ( 14 )These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.

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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