SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MACEDO ALEXANDRE

(Last)

(First)

(Middle)

226 WYECROFT ROAD

(Street)

OAKVILLE

L6K 3X7

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2017

3. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President,Tim Hortons

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	16,734	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Exchangeable units⁽¹⁾⁽²⁾	⁽²⁾	⁽²⁾	Common Shares	41,691	⁽¹⁾⁽²⁾	D
Option (right to buy)	⁽³⁾	07/31/2021	Common Shares	40,139	$3.54	D
Option (right to buy)	⁽³⁾	02/20/2022	Common Shares	4,308	$3.54	D
Option (right to buy)	⁽³⁾	02/28/2022	Common Shares	75,458	$3.97	D
Option (right to buy)	12/31/2017	02/28/2023	Common Shares	16,438	$18.25	D
Option (right to buy)	03/01/2018	02/28/2023	Common Shares	200,000	$18.25	D
Option (right to buy)	12/31/2018	03/06/2024	Common Shares	29,325	$27.28	D
Option (right to buy)	03/07/2019	03/06/2024	Common Shares	100,000	$27.28	D
Option (right to buy)	12/31/2019	03/05/2025	Common Shares	33,128	$42.26	D
Option (right to buy)	03/06/2020	03/05/2025	Common Shares	100,000	$42.26	D
Restricted Share Units	⁽⁴⁾	⁽⁴⁾	Common Shares	28,215	⁽⁵⁾	D
Dividend Equivalent Rights	⁽⁶⁾	⁽⁶⁾	Common Shares	679.5154	⁽⁷⁾	D
Option (right to buy)	02/26/2021	02/25/2026	Common Shares	100,000	$33.67	D
Restricted Share Units	⁽⁸⁾	⁽⁸⁾	Common Shares	11,006	⁽⁵⁾	D
Dividend Equivalent Rights	⁽⁹⁾	⁽⁹⁾	Common Shares	103.7441	⁽⁷⁾	D

Explanation of Responses:

1. On December 12, 2014, Burger King Worldwide, Inc. ("Burger King Worldwide") consummated the business combination (the "Merger") pursuant to the Arrangement Agreement and Plan of Merger dated August 26, 2014 by and among Burger King Worldwide, Tim Hortons Inc., Restaurant Brands International Inc., Restaurant Brands International Limited Partnership and the other parties thereto (the "Arrangement Agreement"). Pursuant to the Reporting Person's election under the Arrangement Agreement, each share of Burger King Worldwide common stock previously held by the Reporting Person was converted into one Restaurant Brands International Limited Partnership exchangeable unit.

2. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, at any time after the one year anniversary of the Merger, 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.

3. These options are immediately exercisable.

4. These restricted share units vest on December 31, 2020.

5. Each restricted share unit represents a contingent right to receive one common share.

6. These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are 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 the 2016 RSUs to which they relate.

7. Each whole dividend equivalent right represents a contingent right to receive one common share.

8. These restricted share units vest on December 31, 2021.

9. These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are 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 the 2017 RSUs to which they relate.

Remarks:

	/s/ Lisa Giles-Klein, as Attorney-in-Fact for Alexandre Macedo	12/22/2017
	** 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 5 (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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