SEC FORM 4

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^*

3G Restaurant Brands Holdings General Partner Ltd.

(Last)

(First)

(Middle)

C/O 3G CAPITAL, INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10016

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2015

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common shares	12/07/2015		C⁽⁵⁾		17,542,410	A	$0.00	17,542,410	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Exchangeable units⁽¹⁾	⁽¹⁾	12/07/2015		J⁽²⁾⁽³⁾			25,692,413	⁽¹⁾	⁽¹⁾	Common Stock	25,692,413	⁽¹⁾	218,166,502	D⁽²⁾⁽³⁾
Exchangeable units⁽¹⁾	⁽¹⁾	12/07/2015		J⁽⁴⁾		25,692,413		⁽¹⁾	⁽¹⁾	Common Stock	25,692,413	⁽¹⁾	243,858,915	I⁽⁵⁾⁽⁶⁾⁽⁷⁾	See Footnote⁽⁵⁾
Exchangeable units⁽¹⁾⁽⁵⁾	⁽⁵⁾	12/07/2015		C⁽⁶⁾⁽⁷⁾			25,692,413	⁽⁵⁾	⁽⁵⁾	Common Stock	25,692,413	⁽⁵⁾	218,166,502	I⁽⁵⁾⁽⁶⁾⁽⁷⁾	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

3G Restaurant Brands Holdings General Partner Ltd.

(Last)

(First)

(Middle)

C/O 3G CAPITAL, INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

3G Restaurant Brands Holdings LP

(Last)

(First)

(Middle)

C/O 3G CAPITAL, INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of RBI'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 RBI's (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.

2. In furtherance of the internal restructuring of 3G Restaurant Brands Holdings LP ("3G RBH") on September 24, 2015, 3G 3G Restaurant Brands Holdings General Partner Ltd. formed Holdings L115 LP ("Holdings 1") and Holdings L215 LP ("Holdings 2") and 3G RBH transferred 17,542,410 and 8,150,003 exchangeable units to Holdings 1 and Holdings 2, respectively. In consideration for the transfer, 3G RBH received good and valuable consideration. Following the transfer, 3G RBH beneficially owns 218,166,502 exchangeable units.

3. (Continued from footnote 2) Each of 3G RBH, Holdings 1 and Holdings 2 disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person, Holdings 1 and Holdings 2 is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), or for any other purpose.

4. The reported transactions involved a transfer of an aggregate amount of 25,692,413 exchangeable units of RBI LP by 3G RBH to Holdings 1 and Holdings 2.

5. 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of each of 3G RBH, Holdings 1 and Holdings 2. Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by each of 3G RBH, Holdings 1 and Holdings 2. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act, or for any other purpose.

6. In connection with the internal restructuring and pursuant to the terms of the Partnership Agreement, 3G RBH delivered to RBI LP an exchange notice to exchange 25,692,413 exchangeable units held by 3G RBH (the "Exchange"). In connection with the transfers described above, Holdings 1 and Holdings 2 each succeeded to the rights and obligations of 3G RBH under the Partnership Agreement and the exchange notice, in each case to the extent applicable to the exchangeable units transferred. As announced by RBI on December 3, 2015, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the Exchange by issuing 17,542,410 common shares in exchange for 17,542,410 exchangeable units to Holdings 1 and by repurchasing 8,150,003 exchangeable units for cash from Holdings 2.

7. (Continued from footnote 6) The exchange notices became irrevocable on December 7, 2015. The Exchange will be effected as of the close of business on December 14, 2015. 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by Holdings 1 and Holdings 2. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Bernardo Piquet	12/07/2015
	/s/ Bernardo Piquet	12/07/2015
	** Signature of Reporting Person	Date
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