Edgar Filing: Dunnigan Matthew

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Dunnigan Matthew

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)
CFO

(Last)

(First)

(Middle)

130 KING STREET WEST, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2019

(Street)

TORONTO, A6 M5X 1E1

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares								5,082	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 42.26

03/06/2020

03/05/2025

Common Shares

30,000

Restricted Share Units

⁽¹⁾

⁽²⁾

Common Shares

4,596

Dividend Equivalent Rights

⁽³⁾

04/03/2019

37.2368

⁽⁴⁾

Common Shares

37.2368

$ 0

314.7881

Restricted Share Units

⁽¹⁾

⁽⁵⁾

Common Shares

2,593

Dividend Equivalent Rights

⁽³⁾

04/03/2019

20.7078

⁽⁶⁾

Common Shares

20.7078

$ 0

137.9446

Performance Share Units

⁽⁷⁾

02/26/2021

Common Shares

60,600

Dividend Equivalent Rights

⁽³⁾

04/03/2019

490.9396

⁽⁸⁾

Common Shares

490.9396

$ 0

4,145.1141

Option (right to buy)

$ 55.55

02/24/2022

02/23/2027

Common Shares

40,000

Option (right to buy)

$ 56.92

05/05/2022

05/04/2027

Common Shares

40,000

Option (right to buy)

$ 58.44

02/23/2023

02/22/2028

Common Shares

100,000

Restricted Share Units

⁽¹⁾

⁽⁹⁾

Common Shares

1,947

Dividend Equivalent Rights

⁽³⁾

04/03/2019

15.352

⁽¹⁰⁾

Common Shares

15.352

$ 0

77.6204

Restricted Share Units

⁽¹⁾

⁽¹¹⁾

Common Shares

6,500

Dividend Equivalent Rights

⁽³⁾

04/03/2019

49.6638

⁽¹²⁾

Common Shares

49.6638

$ 0

49.6638

Performance Share Units

⁽¹³⁾

02/22/2024

Common Shares

100,000

Dividend Equivalent Rights

⁽¹⁴⁾

04/03/2019

764.0587

⁽¹⁵⁾

Common Shares

764.0587

$ 0

764.0587

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dunnigan Matthew 130 KING STREET WEST SUITE 300 TORONTO, A6 M5X 1E1			CFO

Signatures

/s/ Lisa Giles-Klein, as Attorney-in-Fact for Matthew Dunnigan		04/05/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each restricted share unit represents a contingent right to receive one common share.
(2)	These restricted share units vest on December 31, 2020.
(3)	Each whole dividend equivalent right represents a contingent right to receive one common share.
(4)	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.
(5)	These restricted share units vest on December 31, 2021.
(6)	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.
(7)	The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, 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.
(8)	These dividend equivalent rights accrued on the 2016 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs to which they relate.
(9)	These restricted share units vest on December 31, 2022.
(10)	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.
(11)	These restricted share units vest on December 31, 2023.
(12)	These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate.
(13)	The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and will vest 100% on February 22, 2024, 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.
(14)	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.
(15)	These dividend equivalent rights accrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate.

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