13G Filing: Pershing Square and Restaurant Brands International Inc. (QSR)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

RESTAURANT
BRANDS INTERNATIONAL INC.

(Name of Issuer)

Common Shares

(Title of
Class of Securities)

76131D103

(CUSIP Number)

July 11,
2017

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐
Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).

The name of the issuer is Restaurant Brands International Inc., a
corporation continued under the laws of Canada (the Issuer).

226 Wyecroft Road

Oakville, Ontario L6K 3X7

This statement is filed by:

(i) Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square), which
advises the accounts of Pershing Square, L.P., a Delaware limited partnership (PS), Pershing Square II, L.P., a Delaware limited partnership (PS II), Pershing Square Holdings, Ltd., a limited liability company
incorporated in Guernsey (PSH), and Pershing Square International, Ltd., a Cayman Islands exempted company (PS International and collectively with PS, PS II and PSH, the Pershing Square
Funds);

(ii) PS Management GP, LLC, a Delaware limited liability company (PS Management),
which serves as the general partner of Pershing Square; and

(iii) William A. Ackman, a citizen of the United States of
America, who is the Chief Executive Officer of Pershing Square and the managing member of PS Management.

The foregoing persons
hereinafter sometimes are collectively referred to as the Reporting Persons. The Reporting Persons agreement in writing to file this statement on behalf of each of them is attached as Exhibit A to the original Schedule 13G
filed by the Reporting Persons on January 5, 2015 relating to the Common Shares.

The address of the
principal business office of each of the Reporting Persons is 888 Seventh Avenue, 42^nd Floor, New York, New York 10019.

Pershing Square is a limited partnership organized under the laws of the
State of Delaware. PS Management is a limited liability company organized under the laws of the State of Delaware. Mr. Ackman is a United States citizen.

Common Shares.

76131D103

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the
type of institution.

(a) Amount beneficially owned:

As of August 10, 2017, (i) Pershing Square and PS Management beneficially owned
29,534,428 Common Shares, consisting of (x) 29,150,551 Common Shares owned by the Pershing Square Funds and (y) 383,877 Common Shares issuable on exchange of exchangeable units in Restaurant Brands International Limited Partnership
(Exchangeable Units) owned by the Pershing Square Funds, and (ii) Mr. Ackman beneficially owned 33,095,976 Common Shares, consisting of (x) 29,150,551 Common Shares owned by the Pershing Square Funds,
(y) 383,877 Common Shares issuable on exchange of Exchangeable Units owned by the Pershing Square Funds and (z) 3,561,548 Common Shares issuable on exchange of Exchangeable Units beneficially owned by Mr. Ackman but not the other
Reporting Persons.

The number of Exchangeable Units beneficially owned by the Reporting Persons has not changed since the initial filing
of this Schedule 13G.

(b) Percent of Class:

(i) In the case of Pershing Square and PS Management, 12.5% and (ii) in the case of Mr. Ackman, 13.8%. The percentages used herein
are rounded to the nearest tenth and based on 236,263,566 Common Shares outstanding as of July 21, 2017 as reported in the Issuers Form 10-Q filed on August 2, 2017 (the Form 10-Q), plus (i) in the case of
Pershing Square and PS Management, 383,877 Common Shares issuable on exchange of Exchangeable Units beneficially owned by Pershing Square and PS Management and (ii) in the case of Mr. Ackman, 3,945,425 Common Shares issuable on exchange of
Exchangeable Units beneficially owned by Mr. Ackman. The percentages for each Reporting Person exclude the effect of Common Shares issuable on exchange of Exchangeable Units not beneficially owned by such Reporting Person. According to the Form
10-Q, 226,848,674 Common Shares were issuable on exchange of outstanding Exchangeable Units as of July 21, 2017. The holders of Common Shares and the trustee of a voting trust that owns a special voting share in the Issuer, acting at the
direction of the holders of Exchangeable Units, vote together as a class on all matters.

(c) Number of shares as to which such person
has:

(i) Sole power to vote or to direct the vote:

In the case of Pershing Square and PS Management, none, and in the case of Mr. Ackman, 3,561,548.

(ii) Shared power to vote or to direct the vote:

Each Reporting Person: 29,534,428.

(iii) Sole power to dispose or to direct the disposition of:

In the case of Pershing Square and PS Management, none, and in the case of Mr. Ackman, 3,561,548.

(iv) Shared power to dispose or to direct the disposition of:

Each Reporting Person: 29,534,428.

If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

The Pershing Square
Funds have the right to receive dividends from, and the proceeds from the sale of, the securities of the Issuer beneficially owned by all three Reporting Persons (but not Exchangeable Units beneficially owned only by Mr. Ackman). Pershing
Square Holdings is the only person that has the right to receive dividends from, or the proceeds from the sale of, securities of the Issuer beneficially owned by the Reporting Persons and comprising more than 5% of the outstanding Common Shares of
the Issuer.

See Exhibit B.

Not applicable.

Not applicable.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Signatures

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.

Dated: August 10, 2017