SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Machado Fernando
(Last) (First) (Middle)
130 KING STREET WEST
SUITE 300
(Street)
TORONTO A6 M5X 1E1
(City) (State) (Zip)
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)
Chief Marketing Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2020
4. If Amendment, Date of 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
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 09/16/2020 M 1,200 A $27.28 14,274 D
Common Shares 09/16/2020 S 1,200 D $58.03(1) 13,074 D
Common Shares 09/18/2020 M 13,300 A $27.28 26,374 D
Common Shares 09/18/2020 S 15,584 D $56.11(2) 10,790 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 (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 Securities Underlying Derivative Security (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: 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) $27.28 09/16/2020 M 1,200 (3) 03/06/2024 Common Shares 1,200 $0.00 136,300 D
Option (right to buy) $27.28 09/18/2020 M 13,300 (3) 03/06/2024 Common Shares 13,300 $0.00 123,000 D
Option (right to buy) $42.26 (3) 03/05/2025 Common Shares 11,420 11,420 D
Option (right to buy) $42.26 (3) 03/05/2025 Common Shares 40,000 40,000 D
Performance Share Units (4) 02/26/2021 02/26/2021 Common Shares 30,315.3944 30,315.3944 D
Dividend Equivalent Rights (5) (6) (6) Common Shares 3,584.7558 3,584.7558 D
Restricted Share Units (7) (8) (8) Common Shares 8,757 8,757 D
Dividend Equivalent Rights (5) (9) (9) Common Shares 1,041.3093 1,041.3093 D
Restricted Share Units (7) (10) (10) Common Shares 4,989 4,989 D
Dividend Equivalent Rights (5) (11) (11) Common Shares 513.3535 513.3535 D
Option (right to buy) $58.44 02/23/2023 02/22/2028 Common Shares 40,000 40,000 D
Restricted Share Units (7) (12) (12) Common Shares 3,966 3,966 D
Dividend Equivalent Rights (5) (13) (13) Common Shares 352.7192 352.7192 D
Performance Share Units (14) 02/22/2024 02/22/2024 Common Shares 190,000 190,000 D
Dividend Equivalent Rights (15) (16) (16) Common Shares 8,164.4006 8,164.4006 D
Restricted Share Units (7) (17) (17) Common Shares 5,662 5,662 D
Dividend Equivalent Rights (5) (18) (18) Common Shares 312.4803 312.4803 D
Restricted Share Units (7) (19) (19) Common Shares 10,638 10,638 D
Dividend Equivalent Rights (5) (20) (20) Common Shares 260.531 260.531 D
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 $58.01 to $58.09 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. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $56.00 to $56.25 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.
3. These options are immediately exercisable.
4. The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest on February 26, 2021, which is the fifth anniversary of the grant date.
5. Each whole dividend equivalent right represents a contingent right to receive one common share.
6. These dividend equivalent rights accrued on the 2016 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs to which they relate.
7. Each restricted share unit represents a contingent right to receive one common share.
8. These restricted share units vest on December 31, 2020.
9. 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.
10. These restricted share units vest on December 31, 2021.
11. 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.
12. These restricted share units vest on December 31, 2022.
13. 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.
14. The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% on February 22, 2024, which is the fifth anniversary of the grant date. 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.
15. 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.
16. These dividend equivalent rights accrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate.
17. These restricted share units vest on December 31, 2023.
18. These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate.
19. These restricted share units vest on December 31, 2024.
20. These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate.
Remarks:
/s/ Michele Keusch, as Attorney-in-Fact for Fernando Machado 09/18/2020
** Signature of Reporting Person Date
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).
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