Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SANTELMO THIAGO T

(Last)

(First)

(Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

130 KING STREET WEST; SUITE 300

(Street)

TORONTO

A6

M5X 1E1

(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)
	President, International

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2024

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								25,166	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)
Exchangeable Units⁽¹⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Shares	205		205	D
Option (Right to Buy)	$55.55							⁽²⁾	02/23/2027	Common Shares	10,000		10,000	D
Option (Right to Buy)	$58.44							⁽²⁾	02/22/2028	Common Shares	10,000		10,000	D
Option (Right to Buy)	$64.75							⁽²⁾	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							02/21/2025	02/20/2030	Common Shares	7,500		7,500	D
Restricted Share Units	⁽³⁾	10/04/2024		A		5.5769⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Shares	5.5769	$0	687.4924	D
Restricted Share Units	⁽³⁾	10/04/2024		A		6.4435⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Shares	6.4435	$0	794.3334	D
Performance Share Units	⁽⁶⁾	10/04/2024		A		71.9905⁽⁷⁾		02/21/2025	02/21/2025	Common Shares	71.9905	$0	8,874.6871	D
Restricted Share Units	⁽³⁾	10/04/2024		A		46.0253⁽⁴⁾		⁽⁸⁾	⁽⁸⁾	Common Shares	46.0253	$0	5,673.8101	D
Restricted Share Units	⁽³⁾	10/04/2024		A		29.1103⁽⁴⁾		⁽⁹⁾	⁽⁹⁾	Common Shares	29.1103	$0	3,588.5971	D
Restricted Share Units	⁽³⁾	10/04/2024		A		50.8543⁽⁴⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	50.8543	$0	6,269.1072	D
Performance Share Units	⁽¹¹⁾	10/04/2024		A		175.7165⁽⁷⁾		02/25/2025	02/25/2025	Common Shares	175.7165	$0	21,661.6086	D
Restricted Share Units	⁽³⁾	10/04/2024		A		46.9924⁽⁴⁾		⁽¹²⁾	⁽¹²⁾	Common Shares	46.9924	$0	5,793.034	D
Performance Share Units	⁽¹³⁾	10/04/2024		A		151.8172⁽⁷⁾		02/22/2026	02/22/2026	Common Shares	151.8172	$0	18,715.3931	D
Performance Share Units	⁽¹⁴⁾	10/04/2024		A		237.4132⁽⁷⁾		03/15/2027	03/15/2027	Common Shares	237.4132	$0	29,267.3172	D

Explanation of Responses:

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

2. These options are fully vested and exercisable.

3. Each restricted share units represent a contingent right to receive one common share.

4. Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.

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

6. The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.

7. Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.

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

9. These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.

10. These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.

11. The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2021 and ending on December 31, 2024 and to the extent earned will vest on February 25, 2025, which has been selected as the vesting date of the grant. 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.

12. These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.

13. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, 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.

14. The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. 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 period.

Remarks:

	/s/ Michele Keusch, as Attorney-in-Fact for Thiago T. Santelmo	10/08/2024
	** 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).
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