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
                                                                                  
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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 *

Behring Alexandre
2. Issuer Name and Ticker or Trading Symbol

Restaurant Brands International Inc. [ QSR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

130 KING STREET WEST, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

3/11/2020
(Street)

TORONTO, A6 M5X 1E1
(City)        (State)        (Zip)
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

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         3719 D  
Common Shares 3/11/2020  M(1)  212105 A$3.54 327484 I See Footnote (2)
Common Shares 3/11/2020  S(1)  59999 D$48.12 (3)267485 I See Footnote (2)
Common Shares 3/11/2020  S(1)  4106 D$48.40 (4)263379 I See Footnote (2)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (right to buy) $3.54 3/11/2020  M     212105   (5)2/2/2021 Common Shares 212105 $0.00 0 I See Footnote (2)

Explanation of Responses:
(1) The Reporting Person exercised these options in advance of the expiration date in order to retain ownership of all shares, less only those required to be sold to pay the exercise price and applicable taxes.
(2) These securities are held by ABH Investments Holdings Limited, of which the Reporting Person is the director and sole equity owner. The Reporting Person disclaims beneficial ownership of the securities held by ABH Investments Holdings Limited except to the extent of his pecuniary interest therein.
(3) Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $47.38 to $48.37 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
(4) Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $48.38 to $48.44 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
(5) These options are immediately exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Behring Alexandre
130 KING STREET WEST
SUITE 300
TORONTO, A6 M5X 1E1
X



Signatures
/s/ Michele Keusch, as attorney-in-fact for Alexandre Behring3/13/2020
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.