QSR Restaurant Brands International Inc

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 * Machado Fernando	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 Marketing Officer
(Last)          (First)          (Middle) 130 KING STREET WEST, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 3/2/2021
(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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	3/2/2021		S		19887	D	$63.12 (1)	21946.0901	D
Common Shares	3/3/2021		S		9954	D	$62.90	11992.0901	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$27.28							(2)	3/6/2024	Common Shares	123000		123000	D
Option (right to buy)	$42.26							(2)	3/5/2025	Common Shares	11420		11420	D
Option (right to buy)	$42.26							(2)	3/5/2025	Common Shares	40000		40000	D
Restricted Share Units	(3)							(4)	(4)	Common Shares	5600.5092		5600.5092	D
Option (right to buy)	$58.44							2/23/2023	2/22/2028	Common Shares	40000		40000	D
Restricted Share Units	(3)							(5)	(5)	Common Shares	4395.7602		4395.7602	D
Performance Share Units	(6)							2/22/2024	2/22/2024	Common Shares	201699.4258		201699.4258	D
Restricted Share Units	(3)							(7)	(7)	Common Shares	6081.0582		6081.0582	D
Restricted Share Units	(3)							(8)	(8)	Common Shares	11092.9482		11092.9482	D
Restricted Share Units	(3)							(9)	(9)	Common Shares	16500		16500	D
Restricted Share Units	(3)							(10)	(10)	Common Shares	14011		14011	D
Performance Share Units	(11)							2/19/2024	2/19/2024	Common Shares	33500		33500	D

Explanation of Responses:
(1)	Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $62.90 to $63.38 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
(2)	These options are immediately exercisable.
(3)	Each restricted share unit represents a contingent right to receive one common share.
(4)	These restricted share units vest on December 31, 2021.
(5)	These restricted share units vest on December 31, 2022.
(6)	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.
(7)	These restricted share units vest on December 31, 2023.
(8)	These restricted share units vest on December 31, 2024.
(9)	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 2023.
(10)	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
(11)	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
	Director	10% Owner	Officer	Other
Machado Fernando 130 KING STREET WEST SUITE 300 TORONTO, A6 M5X 1E1			Chief Marketing Officer

Signatures
/s/ Michele Keusch, as Attorney-in-Fact for Fernando Machado		3/4/2021
**Signature of Reporting Person		Date