Sec Form 4 Filing - SANTELMO THIAGO T @ Restaurant Brands International Inc. - 2024-03-18

Insider filing report for Changes in Beneficial Ownership
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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
SANTELMO THIAGO T
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, International
(Last) (First) (Middle)
C/O RESTAURANT BRANDS INTERNATIONAL, 5707 BLUE LAGOON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2024
(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 25,166 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 205 205 D
Option (Right to Buy) $ 55.55 ( 2 ) 02/23/2027 Common Shares 10,000 10,000 D
Option (Right to Buy) $ 58.44 ( 2 ) 02/22/2028 Common Shares 10,000 10,000 D
Option (Right to Buy) $ 64.75 ( 2 ) 02/21/2029 Common Shares 30,000 30,000 D
Option (Right to Buy) $ 66.31 02/21/2025 02/20/2030 Common Shares 7,500 7,500 D
Restricted Share Units ( 3 ) ( 4 ) ( 4 ) Common Shares 671.2298 671.2298 D
Restricted Share Units ( 3 ) ( 4 ) ( 4 ) Common Shares 775.5435 775.5435 D
Performance Share Units ( 5 ) 02/21/2025 02/21/2025 Common Shares 8,664.7568 8,664.7568 D
Restricted Share Units ( 3 ) ( 6 ) ( 6 ) Common Shares 5,539.5963 5,539.5963 D
Restricted Share Units ( 3 ) ( 7 ) ( 7 ) Common Shares 3,503.709 3,503.709 D
Restricted Share Units ( 3 ) ( 8 ) ( 8 ) Common Shares 6,120.8118 6,120.8118 D
Performance Share Units ( 9 ) 02/25/2025 02/25/2025 Common Shares 21,149.2041 21,149.2041 D
Restricted Share Units ( 3 ) ( 10 ) ( 10 ) Common Shares 5,656 5,656 D
Performance Share Units ( 11 ) 02/22/2026 02/22/2026 Common Shares 18,272.6812 18,272.6812 D
Performance Share Units ( 12 ) 03/18/2024 A 12,656 03/15/2027 03/15/2027 Common Shares 12,656 $ 0 28,575 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SANTELMO THIAGO T
C/O RESTAURANT BRANDS INTERNATIONAL
5707 BLUE LAGOON DRIVE
MIAMI, FL33126
President, International
Signatures
/s/ Michele Keusch, as Attorney-in-Fact for Thiago T. Santelmo 03/20/2024
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 share 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 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 fully vested and exercisable.
( 3 )Each restricted share unit represents a contingent right to receive one common share.
( 4 )These restricted share units vest on December 31, 2024
( 5 )The shares reported represent an award of performance based restricted share units ("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.
( 6 )These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
( 7 )These restricted share units vest in equal installments on December 15, 2022, December 15, 2023, December 15, 2024 and December 15, 2025.
( 8 )These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
( 9 )The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2021 and ending on December 31, 2022 and to the extent earned will vest 100% on February 25, 2025, which has been selected as the vesting date of the grant. 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.
( 10 )These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
( 11 )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.
( 12 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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