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Restaurant Brands International Inc. Director's Dealing 2019

Oct 4, 2019

30152_dirs_2019-10-04_1e00b699-eddd-4c03-848a-466363816e4c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Restaurant Brands International Inc. (QSR)
CIK: 0001618756
Period of Report: 2019-10-03

Reporting Person: Dunnigan Matthew (CFO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-10-03 Dividend Equivalent Rights $ A 34.9943 Acquired Common Shares (34.9943) Direct
2019-10-03 Dividend Equivalent Rights $ A 19.4607 Acquired Common Shares (19.4607) Direct
2019-10-03 Dividend Equivalent Rights $ A 461.3743 Acquired Common Shares (461.3743) Direct
2019-10-03 Dividend Equivalent Rights $ A 14.4275 Acquired Common Shares (14.4275) Direct
2019-10-03 Dividend Equivalent Rights $ A 46.673 Acquired Common Shares (46.673) Direct
2019-10-03 Dividend Equivalent Rights $ A 718.0456 Acquired Common Shares (718.0456) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 5082 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option (right to buy) $42.26 2025-03-05 Common Shares (30000) 30000 Direct
Restricted Share Units $ Common Shares (4596) 4596 Direct
Restricted Share Units $ Common Shares (2593) 2593 Direct
Performance Share Units $ 2021-02-26 Common Shares (60600) 60600 Direct
Option (right to buy) $55.55 2027-02-23 Common Shares (40000) 40000 Direct
Option (right to buy) $56.92 2027-05-04 Common Shares (40000) 40000 Direct
Option (right to buy) $58.44 2028-02-22 Common Shares (100000) 100000 Direct
Restricted Share Units $ Common Shares (1947) 1947 Direct
Restricted Share Units $ Common Shares (6500) 6500 Direct
Performance Share Units $ 2024-02-22 Common Shares (100000) 100000 Direct

Footnotes

F1: Each restricted share unit represents a contingent right to receive one common share.

F2: These restricted share units vest on December 31, 2020.

F3: Each whole dividend equivalent right represents a contingent right to receive one common share.

F4: 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.

F5: These restricted share units vest on December 31, 2021.

F6: 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.

F7: The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had 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.

F8: 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.

F9: These restricted share units vest on December 31, 2022.

F10: 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.

F11: These restricted share units vest on December 31, 2023.

F12: 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.

F13: 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.

F14: 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.

F15: 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.