Sec Form 4 Filing - Housman Jeffrey @ Restaurant Brands International Inc. - 2022-04-20

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 Housman Jeffrey 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) See Remarks (Last) (First) (Middle) C/O RESTAURANT BRANDS INTERNATIONAL INC., 5707 BLUE LAGOON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2022 (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 48,970.2232 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( 1 ) ( 1 ) ( 1 ) ( 1 ) Common Shares 431 431 D Option (Right to Buy) $ 42.26 ( 2 ) 03/06/2025 Common Shares 30,000 30,000 D Option (Right to Buy) $ 55.55 ( 2 ) 02/24/2027 Common Shares 20,000 20,000 D Restricted Share Units ( 3 ) ( 4 ) ( 4 ) Common Shares 2,485.1337 2,485.1337 D Option (Right to Buy) $ 58.44 02/23/2023 02/23/2028 Common Shares 30,000 30,000 D Restricted Share Units ( 3 ) ( 5 ) ( 5 ) Common Shares 3,381.231 3,381.231 D Performance Share Units ( 6 ) 02/22/2024 02/22/2024 Common Shares 33,632.9343 33,632.9343 D Option (Right to Buy) $ 66.31 02/21/2025 02/21/2030 Common Shares 20,000 20,000 D Restricted Share Units ( 3 ) ( 7 ) ( 7 ) Common Shares 2,673.3115 2,673.3115 D Performance Share Units ( 8 ) 02/21/2025 02/21/2025 Common Shares 21,769.638 21,769.638 D Restricted Share Units ( 3 ) ( 9 ) ( 9 ) Common Shares 19,572.0124 19,572.0124 D Restricted Share Units ( 3 ) ( 9 ) ( 9 ) Common Shares 3,415.4467 3,415.4467 D Restricted Share Units ( 3 ) ( 10 ) ( 10 ) Common Shares 11,984.1489 11,984.1489 D Performance Share Units ( 11 ) 04/20/2022 A 24,908 02/25/2025 02/25/2025 Common Shares 24,908 $ 0 24,908 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Housman Jeffrey C/O RESTAURANT BRANDS INTERNATIONAL INC. 5707 BLUE LAGOON DRIVE MIAMI, FL33126 See Remarks Signatures /s/ Michele Keusch as Attorney-in-Fact for Jeffrey Housman 04/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 certain circumstances). This conversion right has no expiration date. ( 2 )These options are immediately exercisable. ( 3 )Each restricted share unit represents a contingent right to receive one common share. ( 4 )These restricted share units vest on December 31, 2022. ( 5 )These restricted share units vest on December 31, 2023. ( 6 )The shares reported represent an award of performance base restricted share units (the "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. ( 7 )These restricted share units vest on December 31, 2024. ( 8 )The shares reported represents an award of performance based restricted share units (the "2020 PBRSUs") granted to the Reporting Person. The 2020 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 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. ( 10 )These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025. ( 11 )The shares reported represents an award of performance based restricted share units (the "2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2024 and to the extent earned will vest on February 25, 2025. 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.

Remarks: Chief People & Services Officer

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