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Filing Details

Accession Number:: 0001209191-19-011384
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-02-19 21:04:03
Reporting Period:: 2019-02-14

Accepted Time:: 2019-02-19 21:04:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1618756	Restaurant Brands International Inc.	QSR	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1574957	Alexandre Macedo	130 King Street West Suite 300 Toronto A6 M5X 1E1	President,Tim Hortons	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Shares	Acquisiton	2019-02-14	16,438	$18.25	103,773	No	4	M	Direct
Common Shares	Acquisiton	2019-02-14	200,000	$18.25	303,773	No	4	M	Direct
Common Shares	Acquisiton	2019-02-14	29,325	$27.28	333,098	No	4	M	Direct
Common Shares	Disposition	2019-02-14	141,964	$63.90	191,134	No	4	S	Direct
Common Shares	Disposition	2019-02-14	50,000	$63.81	141,134	No	4	S	Direct
Common Shares	Acquisiton	2019-02-19	45,000	$64.73	186,134	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Option (right to buy)	Disposition	2019-02-14	16,438	$0.00	16,438	$18.25
Common Shares	Option (right to buy)	Disposition	2019-02-14	200,000	$0.00	200,000	$18.25
Common Shares	Option (right to buy)	Disposition	2019-02-14	29,325	$0.00	29,325	$27.28

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2023-02-28	No	4	M	Direct
2023-02-28	No	4	M	Direct
2024-03-06	No	4	M	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Shares	Exchangeable units	$0.00			41,691	41,691	Direct
Common Shares	Option (right to buy)	$27.28	2019-03-07	2024-03-06	100,000	100,000	Direct
Common Shares	Option (right to buy)	$42.26	2019-12-31	2025-03-05	33,128	33,128	Direct
Common Shares	Option (right to buy)	$42.26	2020-03-06	2025-03-05	100,000	100,000	Direct
Common Shares	Restricted Share Units	$0.00			28,215	28,215	Direct
Common Shares	Dividend Equivalent Rights	$0.00			1,704	1,704	Direct
Common Shares	Option (right to buy)	$33.67	2021-02-26	2026-02-25	100,000	100,000	Direct
Common Shares	Restricted Share Units	$0.00			11,006	11,006	Direct
Common Shares	Dividend Equivalent Rights	$0.00			498	498	Direct
Common Shares	Restricted Share Units	$0.00			8,555	8,555	Direct
Common Shares	Dividend Equivalent Rights	$0.00			274	274	Direct
Common Shares	Performance Share Units	$0.00	2023-02-23	2023-02-23	200,000	200,000	Direct
Common Shares	Dividend Equivalent Rights	$0.00			6,396	6,396	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	41,691	41,691	Direct
2024-03-06	100,000	100,000	Direct
2025-03-05	33,128	33,128	Direct
2025-03-05	100,000	100,000	Direct
	28,215	28,215	Direct
	1,704	1,704	Direct
2026-02-25	100,000	100,000	Direct
	11,006	11,006	Direct
	498	498	Direct
	8,555	8,555	Direct
	274	274	Direct
2023-02-23	200,000	200,000	Direct
	6,396	6,396	Direct

Footnotes

The Reporting Person sold only the portion of the shares issued upon exercise of the options necessary to pay the option exercise price and applicable taxes.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.72 to $64.21 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.
Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $63.77 to $63.92 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.
Reflects purchases made to correct an inadvertent sale in order to satisfy the Reporting Person's holding requirements. As reflected in footnotes 2 and 3 above and footnote 5 below, the lowest purchase price for any of the shares purchased was higher than the highest sales price of any of the shares sold as reported in this Form 4, and therefore no profit was derived from the transactions.
Represents the weighted average price of the shares purchased. The prices of the shares purchased pursuant to the transaction ranged from $64.52 to $64.78 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 purchased at each separate price.
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 shares 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 Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
These options are immediately exercisable.
Each restricted share unit represents a contingent right to receive one common share.
These restricted share units vest on December 31, 2020.
Each whole dividend equivalent right represents a contingent right to receive one common share.
These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividendsare paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the2016 RSUs to which they relate.
These restricted share units vest on December 31, 2021.
These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividendsare paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the2017 RSUs to which they relate.
These restricted share units vest on December 31, 2022.
These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.
The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.
Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.
These dividend equivalent rights accrued on the PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the PBRSUs to which they relate.