Edgar Filing: Schwartz Daniel S

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Schwartz Daniel S

2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [QSR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

226 WYECROFT ROAD

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2018

(Street)

OAKVILLE, A6 L6K 3X7

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								901,300	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Exchangeable units ⁽¹⁾

⁽¹⁾

Common Shares

137,996

Option (right to buy)

$ 18.25

⁽²⁾

02/28/2023

Common Shares

46,575

Option (right to buy)

$ 18.25

⁽²⁾

02/28/2023

Common Shares

500,000

Option (right to buy)

$ 27.28

12/31/2018

03/06/2024

Common Shares

95,307

Option (right to buy)

$ 27.28

03/07/2019

03/06/2024

Common Shares

400,000

Option (right to buy)

$ 42.26

12/31/2019

03/05/2025

Common Shares

82,820

Option (right to buy)

$ 42.26

03/06/2020

03/05/2025

Common Shares

333,333

Restricted Share Units

⁽³⁾

⁽⁴⁾

Common Shares

57,915

Dividend Equivalent Rights

⁽⁵⁾

04/02/2018

470.4703

⁽⁶⁾

Common Shares

470.4703

$ 0

2,064.7375

Option (right to buy)

$ 33.67

02/26/2021

02/25/2026

Common Shares

250,000

Restricted Share Units

⁽³⁾

⁽⁷⁾

Common Shares

26,850

Dividend Equivalent Rights

⁽⁵⁾

04/02/2018

214.9932

⁽⁸⁾

Common Shares

214.9932

$ 0

559.2389

Restricted Share Units

⁽³⁾

⁽⁹⁾

Common Shares

29,594

Dividend Equivalent Rights

⁽⁵⁾

04/02/2018

233.9652

⁽¹⁰⁾

Common Shares

233.9652

$ 0

233.9652

Performance Share Units

⁽¹¹⁾

02/23/2023

Common Shares

250,000

Dividend Equivalent Rights

⁽¹²⁾

04/02/2018

1,976.4582

⁽¹³⁾

Common Shares

1,976.4582

$ 0

1,976.4582

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Schwartz Daniel S 226 WYECROFT ROAD OAKVILLE, A6 L6K 3X7	X		Chief Executive Officer

Signatures

/s/ Lisa Giles-Klein, As Attorney-in-Fact for Daniel S. Schwartz		04/04/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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, 2020.
(5)	Each whole dividend equivalent right represents a contingent right to receive one common share.
(6)	These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate.
(7)	These restricted share units vest on December 31, 2021.
(8)	These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate.
(9)	These restricted share units vest on December 31, 2022.
(10)	These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.
(11)	The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.
(12)	Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.
(13)	These dividend equivalent rights accrued on the PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the PBRSUs to which they relate.

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