Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Dunnigan Matthew	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) CFO
(Last) (First) (Middle) 130 KING STREET WEST, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 2/26/2021
(Street) TORONTO, A6 M5X 1E1 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	2/26/2021		M		69009.7798	A	⁽¹⁾	82607.061	D
Common Shares	2/26/2021		S		27115.1927	D	$60.31 ⁽²⁾	55491.8683	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$42.26							⁽³⁾	3/5/2025	Common Shares	30000		30000	D
Restricted Share Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	2910.8278		2910.8278	D
Performance Share Units	⁽⁶⁾	2/26/2021		M			69009.7798	2/26/2021	2/26/2021	Common Shares	69009.7798	⁽¹⁾	0	D
Option (right to buy)	$55.55							2/24/2022	2/23/2027	Common Shares	40000		40000	D
Option (right to buy)	$56.92							5/5/2022	5/4/2027	Common Shares	40000		40000	D
Option (right to buy)	$58.44							2/23/2023	2/22/2028	Common Shares	100000		100000	D
Restricted Share Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Shares	2157.9791		2157.9791	D
Restricted Share Units	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Shares	6981.0806		6981.0806	D
Performance Share Units	⁽⁹⁾							2/22/2024	2/22/2024	Common Shares	107401.2394		107401.2394	D
Option (right to buy)	$66.31							2/21/2025	2/20/2030	Common Shares	50000		50000	D
Restricted Share Units	⁽⁴⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	7700.8294		7700.8294	D
Performance Share Units	⁽¹¹⁾							2/21/2025	2/21/2025	Common Shares	52138.3165		52138.3165	D
Restricted Share Units	⁽⁴⁾							⁽¹²⁾	⁽¹²⁾	Common Shares	16500		16500	D
Restricted Share Units	⁽⁴⁾							⁽¹³⁾	⁽¹³⁾	Common Shares	9966		9966	D
Performance Share Units	⁽¹⁴⁾							2/19/2024	2/19/2024	Common Shares	33500		33500	D

Explanation of Responses:
(1)	On February 26, 2021, 69,009.7798 of the Reporting Person's performance based restricted share units vested.
(2)	Represents shares sold to cover withholding tax obligations on the settlement of the reported vesting of the Reporting Person's performance based restricted share units.
(3)	These options are immediately exercisable.
(4)	Each restricted share unit represents a contingent right to receive one common share.
(5)	These restricted share units vest on December 31, 2021.
(6)	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 100% on February 26, 2021, which is the fifth anniversary of the grant date.
(7)	These restricted share units vest on December 31, 2022.
(8)	These restricted share units vest on December 31, 2023.
(9)	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.
(10)	These restricted share units vest on December 31, 2024.
(11)	The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 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.
(12)	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
(13)	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
(14)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dunnigan Matthew 130 KING STREET WEST SUITE 300 TORONTO, A6 M5X 1E1			CFO