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 *
Fulton Duncan
  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 Corporate Officer
(Last)
(First)
(Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC., 130 KING STREET WEST; SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2024
(Street)

TORONTO, A6 M5X 1E1
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               25,385.9571 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 63.64 (1)               (2) 08/03/2028 Common Shares 60,000   60,000 D  
Option (Right to Buy) $ 66.31 (3)             02/21/2025 02/21/2030 Common Shares 15,000   15,000 D  
Restricted Share Units (4) 10/04/2024   A   25.252 (5)     (6)   (6) Common Shares 25.252 $ 0 3,112.9006 D  
Performance Share Units (7) 10/04/2024   A   239.9472 (8)   02/21/2025 02/21/2025 Common Shares 239.9472 $ 0 29,579.0634 D  
Restricted Share Units (4) 10/04/2024   A   15.409 (5)     (9)   (9) Common Shares 15.409 $ 0 1,899.5187 D  
Restricted Share Units (4) 10/04/2024   A   49.9789 (5)     (10)   (10) Common Shares 49.9789 $ 0 6,161.0587 D  
Performance Share Units (11) 10/04/2024   A   217.6105 (8)   02/25/2025 02/25/2025 Common Shares 217.6105 $ 0 26,825.5469 D  
Restricted Share Units (4) 10/04/2024   A   57.1455 (5)     (12)   (12) Common Shares 57.1455 $ 0 7,044.5064 D  
Performance Share Units (13) 10/04/2024   A   186.5906 (8)   02/22/2026 02/22/2026 Common Shares 186.5906 $ 0 23,001.629 D  
Restricted Share Units (4) 10/04/2024   A   79.8289 (5)     (14)   (14) Common Shares 79.8289 $ 0 9,840.7633 D  
Performance Share Units (15) 10/04/2024   A   164.7841 (8)   03/15/2027 03/15/2027 Common Shares 164.7841 $ 0 20,313.4741 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fulton Duncan
C/O RESTAURANT BRANDS INTERNATIONAL INC.
130 KING STREET WEST; SUITE 300
TORONTO, A6 M5X 1E1
      Chief Corporate Officer  

Signatures

 /s/ Michele Keusche, as Attorney-in-Fact for Duncan Fulton   10/08/2024
**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) The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent.
(2) These options are fully vested and exercisable.
(3) The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent.
(4) Each restricted share unit represents a contingent right to receive one common share.
(5) Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
(6) These restricted share units vest on December 31, 2024.
(7) 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.
(8) Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
(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 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, 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.
(12) These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
(13) 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.
(14) These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
(15) The shares reported represent an award of perforamnce based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning Febuary 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 eaned at the end of hte performance period is subject to increase or decrease based on the results of the performance condition.

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