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

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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1. Name and Address of Reporting Person *
SCHWAN AXEL MR
 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)
Pres., Tim Hortons Americas
(Last)
(First)
(Middle)

130 KING STREET WEST, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
02/23/2024
(Street)

TORONTO, A6 M5X 1E1
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
02/26/2024		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 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

02/23/2024 A 3,551 (1) A $75.29 (2) 133,479.1983D 


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 Securities Underlying Derivative Security (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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Share Units

 (3) 02/23/2024 A 13,361 (4) (5)    (6)   (6)

Common Shares

13,361 $ 0 13,361D 

Performance Share Units

 (7) 02/23/2024 A 53,064 03/15/202703/15/2027

Common Shares

53,064 $ 0 53,064D 

Option (Right to Buy)

 $58.44        (8) 02/28/2028

Common Shares

40,000 40,000D 

Option (Right to Buy)

 $64.75        (8) 02/21/2029

Common Shares

30,000 30,000D 

Option (Right to Buy)

 $66.31      02/21/202502/20/2030

Common Shares

56,000 56,000D 

Restricted Share Units

 (3)         (9)   (9)

Common Shares

3,136.642 3,136.642D 

Performance Share Units

 (10)       02/21/202502/21/2025

Common Shares

46,212.0361 46,212.0361D 

Restricted Share Units

 (3)         (11)   (11)

Common Shares

2,173.7376 2,173.7376D 

Restricted Share Units

 (3)         (12)   (12)

Common Shares

7,450.871 7,450.871D 

Performance Share Units

 (13)       02/25/202502/25/2025

Common Shares

42,299.4695 42,299.4695D 

Restricted Share Units

 (3)         (14)   (14)

Common Shares

12,136.3947 12,136.3947D 

Performance Share Units

 (15)       02/22/202602/22/2026

Common Shares

76,136.1718 76,136.1718D 

Explanation of Responses:
1.

The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2023 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2023 net bonus to purchase common shares at a purchase price of $75.38 per share ("Investment Shares"). The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on February 22, 2024.

2.

Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on, the last sales price of a common share of the Issuer on the Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 22, 2024.

3.

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

4.

The Issuer granted the 2024 restricted share units ("2024 RSUs") to the Reporting Person pursuant to the Issuer's 2023 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2023 net bonus to purchase Investment Shares and received a matching grant of 2024 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $75.38 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2024 RSUs that have not yet vested.

5.

This Form 4/A is being filed to correct the amount of RSUs awarded on February 23, 2024 due to an administrative error.

6.

These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.

7.

The shares reported represent an award of performanceshare units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be eaned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.

8.

These options are fully vested and exercisable.

9.

These restricted share units vest on December 31, 2024.

10.

The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.

11.

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

12.

These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.

13.

The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2022 and to the extent earned will vest 100% on February 25, 2025. 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 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.

15.

The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, 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.



Signatures

/s/ Michele Keusch, Attorney-in-Fact for Axel Schwan

03/01/2024
** Signature of Reporting PersonDate
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