FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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 (MM/DD/YYYY) 2/19/2024
(Street) TORONTO, A6 M5X 1E1	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/19/2024		M		37,115.2953	A	$0	70,427.6254	D
Common Shares	2/20/2024		S		14,564.5107 (1)	D	$76.26	55,863.1147	D
Common Shares								20,000	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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
Performance Share Units	(2)	2/19/2024		M			37,115.2953	2/19/2024	2/19/2024	Common Shares	37,115.2953	$0	0	D
Option (Right to Buy)	$55.55							(3)	2/23/2027	Common Shares	40,000		40,000	D
Option (Right to Buy)	$56.92							(3)	5/4/2027	Common Shares	40,000		40,000	D
Option (Right to Buy)	$58.44							(3)	2/22/2028	Common Shares	100,000		100,000	D
Performance Share Units	(4)							2/22/2024	2/22/2024	Common Shares	118,991.9018		118,991.9018	D
Option (Right to Buy)	$66.31							2/21/2025	2/20/2030	Common Shares	50,000		50,000	D
Restricted Share Units	(5)							(6)	(6)	Common Shares	8,531.8971		8,531.8971	D
Performance Share Units	(7)							2/21/2025	2/21/2025	Common Shares	57,765.0452		57,765.0452	D
Restricted Share Units	(5)							(8)	(8)	Common Shares	2,759.8269		2,759.8269	D
Restricted Share Units	(5)							(9)	(9)	Common Shares	8,470.5994		8,470.5994	D
Performance Share Units	(10)							2/25/2025	2/25/2025	Common Shares	52,875.1329		52,875.1329	D
Restricted Share Units	(5)							(11)	(11)	Common Shares	11,251.2343		11,251.2343	D
Performance Share Units	(12)							2/22/2026	2/22/2026	Common Shares	38,068.0859		38,068.0859	D

Explanation of Responses:
(1)	Represents shares sold to cover withholding taxes on the settlement of the vesting of the Reporting Person's performance share units.
(2)	The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2021 and to the extent earned will vest 100% on February 19, 2024.
(3)	These options are fully vested and exercisable.
(4)	The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 22, 2024, which is the fifth anniversary of the grant date.
(5)	Each restricted share unit represents a contingent right to receive one common share.
(6)	These restricted share units vest on December 31, 2024.
(7)	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.
(8)	These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
(9)	These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
(10)	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.
(11)	These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
(12)	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.

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

Signatures
/s/ Michele Keusch, as Attorney-in-Fact for Matthew Dunnigan		2/21/2024
**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 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).
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