Restaurant Brands International Inc. — Director's Dealing 2019

Jan 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Restaurant Brands International Inc. (QSR)
CIK: 0001618756
Period of Report: 2019-01-04

Reporting Person: Schwartz Daniel S (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-04	Dividend Equivalent Rights	$	A	525.5917	Acquired		Common Shares (525.5917)	Direct
2019-01-04	Dividend Equivalent Rights	$	A	240.1823	Acquired		Common Shares (240.1823)	Direct
2019-01-04	Dividend Equivalent Rights	$	A	261.3771	Acquired		Common Shares (261.3771)	Direct
2019-01-04	Dividend Equivalent Rights	$	A	2208.0247	Acquired		Common Shares (2208.0247)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	46730	Direct
Common Shares	854570	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Exchangeable units	$		Common Shares (14296)	14296	Direct
Exchangeable units	$		Common Shares (123700)	123700	Indirect
Option (right to buy)	$18.25	2023-02-28	Common Shares (46575)	46575	Direct
Option (right to buy)	$18.25	2023-02-28	Common Shares (500000)	500000	Direct
Option (right to buy)	$27.28	2024-03-06	Common Shares (95307)	95307	Direct
Option (right to buy)	$27.28	2024-03-06	Common Shares (400000)	400000	Direct
Option (right to buy)	$42.26	2025-03-05	Common Shares (82820)	82820	Direct
Option (right to buy)	$42.26	2025-03-05	Common Shares (333333)	333333	Direct
Restricted Share Units	$		Common Shares (57915)	57915	Direct
Option (right to buy)	$33.67	2026-02-25	Common Shares (250000)	250000	Direct
Restricted Share Units	$		Common Shares (26850)	26850	Direct
Restricted Share Units	$		Common Shares (29594)	29594	Direct
Performance Share Units	$	2023-02-23	Common Shares (250000)	250000	Direct

Footnotes

F1: The securities are held by Ameco Food Holdings LLC ("Ameco"). The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Ameco except to the extent of his pecuniary interest therein.

F2: 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.

F3: These options are immediately exercisable.

F4: Each restricted share unit represents a contingent right to receive one common share.

F5: These restricted share units vest on December 31, 2020.

F6: Each whole dividend equivalent right represents a contingent right to receive one common share.

F7: 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.

F8: These restricted share units vest on December 31, 2021.

F9: 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.

F10: These restricted share units vest on December 31, 2022.

F11: 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.

F12: 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.

F13: 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.

F14: 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.