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^*

Housman Jeffrey

(Last)

(First)

(Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 BLUE LAGOON DRIVE

(Street)

MIAMI

33126

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2022

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)
	See Remarks

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	45,804.2232	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⁾	⁽¹⁾	⁽¹⁾	Common Shares	431	⁽¹⁾	D
Option (Right to Buy)	⁽²⁾	03/06/2025	Common Shares	30,000	$42.26	D
Option (Right to Buy)	02/24/2022	02/24/2027	Common Shares	20,000	$55.55	D
Restricted Share Units	⁽³⁾	⁽³⁾	Common Shares	2,462.4997⁽⁴⁾	⁽⁵⁾	D
Option (Right to Buy)	02/23/2023	02/23/2028	Common Shares	30,000	$58.44	D
Restricted Share Units	⁽⁶⁾	⁽⁶⁾	Common Shares	3,350.4355⁽⁷⁾	⁽⁵⁾	D
Performance Share Units	02/22/2024	02/22/2024	Common Shares	33,326.6131⁽⁸⁾	⁽⁹⁾	D
Option (Right to Buy)	02/21/2025	02/21/2030	Common Shares	20,000	$66.31	D
Restricted Share Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	2,648.9636⁽¹¹⁾	⁽⁵⁾	D
Performance Share Units	02/21/2025	02/21/2025	Common Shares	21,571.365⁽¹²⁾	⁽¹³⁾	D
Restricted Share Units	⁽¹⁴⁾	⁽¹⁴⁾	Common Shares	19,393.7549⁽¹⁵⁾	⁽⁵⁾	D
Restricted Share Units	⁽¹⁴⁾	⁽¹⁴⁾	Common Shares	3,384.3395⁽¹⁶⁾	⁽⁵⁾	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 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.

2. These options are immediately exercisable.

3. These restricted share units vest on December 31, 2022.

4. Includes 314.4997 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. Each restricted share unit represents a contingent right to receive one common share.

6. These restricted share units vest on December 31, 2023.

7. Includes 334.4355 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.

8. Includes 3,326.6131 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 performance based restricted share units to which they relate.

9. The shares reported represent an award of performance base restricted share units (the "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 increase or decrease based on the results of the performance condition.

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

11. Includes 192.9636 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.

12. Includes 1,571.365 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 performance based restricted share units to which they relate.

13. The shares reported represent an award of performance based restricted share units (the "2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2025, 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 increase or decrease based on the results of the performance condition.

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

15. Includes 858.3399 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.

16. Includes 149.7975 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.

Remarks:

Chief People & Services Officer

	/s/ Michele Keusch, Attorney-in-Fact	01/31/2022
	** 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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