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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 NY 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) 08/29/2019
	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)
			Code	V	Amount	(A) or (D)	Price
Common shares	08/29/2019		J/K(2)		24,000,000	D	(2)	0	I	See Footnotes(1)(2)

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
Forward sale contract (obligation to sell)	(2)	08/29/2019		J/K(2)			24,000,000(2)	(2)	(2)	Common shares	24,000,000	(2)	0	I	See Footnotes(1)(2)

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 NY 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 NY 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. 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of HL1 17 LP ("HL1"). 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 HL1. 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 of 1934, or for any other purpose.

2. On August 29, 2019, HL1 settled the previously announced forward sale contract, dated as of August 9, 2019 (the "Forward Contract"), with an unaffiliated third party buyer, Morgan Stanley & Co. LLC. The Forward Contract obligated HL1 to deliver to the buyer 24,000,000 common shares of Restaurant Brands International Inc. (the "Number of Forward Shares") on the maturity date of August 29, 2019 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract (the "Settlement Date"). In exchange for the Number of Forward Shares, HL1 received a cash payment in the amount of $1,741,222,692.97. Such amount was calculated based on a price per share of $72.50 (the "Initial Forward Price") multiplied by a factor of (1+((an overnight bank funding rate minus 50 basis points)/365)) on each day that the Forward Contract was outstanding.

Remarks:

	/s/ Bernardo Piquet	08/30/2019
	/s/ Bernardo Piquet	08/30/2019
	** Signature of Reporting Person	Date
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