Sec Form 3 Filing - KLEIN JEFFREY W @ Restaurant Brands International Inc. - 2024-03-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
KLEIN JEFFREY W
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)
President, Popeyes-US & Canada
(Last) (First) (Middle)
C/O RESTAURANT BRANDS INTERNATIONAL, 5707 BLUE LAGOON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2024
(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 6,801.2391 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
Restricted Share Units ( 2 ) ( 1 ) ( 1 ) Common Shares 3,537.604 D
Restricted Share Units ( 2 ) ( 3 ) ( 3 ) Common Shares 2,337.7312 D
Performance Share Units ( 4 ) 02/25/2025 02/25/2025 Common Shares 10,613.8734 D
Restricted Share Units ( 2 ) ( 5 ) ( 5 ) Common Shares 4,835 D
Performance Share Units ( 6 ) 02/22/2026 02/22/2026 Common Shares 9,897.7023 D
Performance Share Units ( 7 ) 03/15/2027 03/15/2027 Common Shares 9,485 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KLEIN JEFFREY W
C/O RESTAURANT BRANDS INTERNATIONAL
5707 BLUE LAGOON DRIVE
MIAMI, FL33126
President, Popeyes-US & Canada
Signatures
/s/ Michele Keusch, as Attorney-in-Fact for Jeffrey W. Klein 03/20/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These restricted share units vest in equal installments on December 31, 2022, December 31, 2023 and December 31, 2024.
( 2 )Each restricted share unit represents a contingent right to receive one common share.
( 3 )These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
( 4 )The shares reported represent an award of performance base share units (the "2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning on December 31, 2021 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.
( 5 )These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
( 6 )The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, 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.
( 7 )The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.