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
                                                                                  
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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 *

CURTIS THOMAS BENJAMIN
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)
See Remarks
(Last)          (First)          (Middle)

5707 BLUE LAGOON DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/4/2024
(Street)

MIAMI, FL 33126
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         27,104.1023 D  

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
Restricted Share Units  (1)4/4/2024  A   31.1693 (2)    (3) (3)Common Shares 31.1693 $0 4,152.5081 D  
Performance Share Units  (4)4/4/2024  A   123.6596 (5)   9/1/2024 9/1/2024 Common Shares 123.6596 $0 16,474.4509 D  
Restricted Share Units  (1)4/4/2024  A   40.8702 (2)    (6) (6)Common Shares 40.8702 $0 5,444.9009 D  
Performance Share Units  (7)4/4/2024  A   122.6106 (5)   12/15/2024 12/15/2024 Common Shares 122.6106 $0 16,334.7028 D  
Restricted Share Units  (1)4/4/2024  A   37.0376 (2)    (8) (8)Common Shares 37.0376 $0 4,934.3037 D  
Performance Share Units  (9)4/4/2024  A   319.9073 (5)   2/25/2025 2/25/2025 Common Shares 319.9073 $0 42,619.3768 D  
Restricted Share Units  (1)4/4/2024  A   53.165 (2)    (10) (10)Common Shares 53.165 $0 7,082.8652 D  
Performance Share Units  (11)4/4/2024  A   345.4868 (5)   2/22/2026 2/22/2026 Common Shares 345.4868 $0 46,027.1899 D  
Restricted Share Units  (1)4/4/2024  A   109.8362 (2)    (12) (12)Common Shares 109.8362 $0 14,632.8362 D  
Performance Share Units  (13)4/4/2024  A   451.4833 (5)   3/15/2027 3/15/2027 Common Shares 451.4833 $0 60,148.4833 D  

Explanation of Responses:
(1) Each restricted share unit represents a contingent right to receive one common share.
(2) Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
(3) These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
(4) The shares reported represent an award of performance based restricted share units ("2021-1 PBRSUs") granted to the Reporting Person. The 2021-1 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on September 1, 2024, 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.
(5) Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
(6) These restricted share units vest in equal installments on December 15, 2022, December 15, 2023 and December 15, 2024.
(7) The shares reported represent an award of performance based restricted share units ("2021-2 PBRSUs") granted to the Reporting Person. The 2021-2 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will best on December 15, 2024, 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.
(8) These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
(9) 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, 2024 and to the extent earned will vest 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.
(10) These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
(11) 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.
(12) These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
(13) The shares reported represent an award of performance based share 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 earned at the end of the performance period is subject to increase or decrease based on the results of the performance period.

Remarks:
President, Burger King U.S. and Canada

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CURTIS THOMAS BENJAMIN
5707 BLUE LAGOON DRIVE
MIAMI, FL 33126


See Remarks

Signatures
/s/ Michele Keusch, as Attorney-in-Fact for Thomas B. Curtis IV4/8/2024
**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.
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