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

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^*

Siddiqui Sami A.

(Last)

(First)

(Middle)

5707 BLUE LAGOON DRIVE

(Street)

MIAMI

33126

(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)
	Brand Pres., Popeyes, Americas

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2021

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)
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	05/04/2021		S		8,882	D	$70	175,722.4374	D
Common Shares	05/05/2021		S		7,653	D	$70	168,069.4374	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)
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)
Option (Right to Buy)	$55.55							02/24/2022	02/23/2027	Common Shares	80,000		80,000	D
Option (Right to Buy)	$66.31							02/21/2025	02/20/2030	Common Shares	20,000		20,000	D
Restricted Share Units	⁽¹⁾							⁽²⁾	⁽²⁾	Common Shares	8,794.1117		8,794.1117	D
Restricted Share Units	⁽¹⁾							⁽³⁾	⁽³⁾	Common Shares	6,199.5719		6,199.5719	D
Restricted Share Units	⁽¹⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	7,529.7926		7,529.7926	D
Performance Share Units	⁽⁵⁾							02/22/2024	02/22/2024	Common Shares	54,135.2765		54,135.2765	D
Performance Share Units	⁽⁶⁾							02/21/2025	02/21/2025	Common Shares	21,024.1312		21,024.1312	D
Performance Share Units	⁽⁷⁾							02/21/2025	02/21/2025	Common Shares	20,338.4125		20,338.4125	D
Restricted Share Units	⁽¹⁾							⁽⁸⁾	⁽⁸⁾	Common Shares	13,306.8418		13,306.8418	D
Restricted Share Units	⁽¹⁾							⁽⁹⁾	⁽⁹⁾	Common Shares	10,356.1504		10,356.1504	D
Performance Share Units	⁽¹⁰⁾							02/19/2024	02/19/2024	Common Shares	27,016.9212		27,016.9212	D

Explanation of Responses:

1. Each restricted share unit represents a contingent right to receive one common share.

2. These restricted share units vest on December 31, 2021.

3. These restricted share units vest on December 31, 2023.

4. These restricted share units vest on December 31, 2024.

5. 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 performance period ending December 31, 2021 and to the extent earned will vest on February 21, 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 decrease based on the results of the performance condition.

6. The shares reported represent an award of performance based restricted share units (the "2020-1 PBRSUs") granted to the Reporting Person. The 2020-1 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2025, 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 decrease based on the results of the performance condition.

7. The shares reported represent an award of performance based restricted share units ("2020-2 PBRSUs") granted to the Reporting Person. The 2020-2 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 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.

8. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 2023.

9. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

10. The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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.

Remarks:

	/s/ Michele Keusch, as Attorney-in-Fact for Sami A. Siddiqui	05/06/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.