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 *

Cil Jose E.
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)
Chief Executive Officer
(Last)          (First)          (Middle)

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

4/20/2022
(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         203386.243 D  
Common Shares         46500 I By Trust (1)
Common Shares         45620 I By Trust (2)
Common Shares         140300 I By Trust (3)
Common Shares         13750 I By Trust (4)
Common Shares         189750 I By Trust (5)
Common Shares         49080 I By GRAT (6)
Common Shares         40120 I By GRAT (7)
Common Shares         45620 I By GRAT (8)

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
Exchangeable units (9) (9)           (9) (9)Common Shares 105758  105758 D  
Option (right to buy) $42.26            (10)3/5/2025 Common Shares 35967  35967 D  
Option (right to buy) $42.26            (10)3/5/2025 Common Shares 166667  166667 D  
Option (right to buy) $33.67            (10)2/25/2026 Common Shares 118237  118237 D  
Restricted Share Units  (11)           (12) (12)Common Shares 18388.6013  18388.6013 D  
Performance Share Units  (13)          2/23/2023 2/23/2023 Common Shares 257053.0379  257053.0379 D  
Restricted Share Units  (11)           (14) (14)Common Shares 16102.3278  16102.3278 D  
Performance Share Units  (15)          2/22/2024 2/22/2024 Common Shares 308301.8976  308301.8976 D  
Restricted Share Units  (11)           (16) (16)Common Shares 18700.119  18700.119 D  
Performance Share Units  (17)          2/21/2025 2/21/2025 Common Shares 272120.4747  272120.4747 D  
Restricted Share Units  (11)           (18) (18)Common Shares 34446.7419  34446.7419 D  
Restricted Share Units  (11)           (19) (19)Common Shares 21814.1822  21814.1822 D  
Performance Share Units  (20)          2/19/2024 2/19/2024 Common Shares 104905.9867  104905.9867 D  
Restricted Share Units  (11)           (21) (21)Common Shares 45821.3304  45821.3304 D  
Performance Share Units  (22)4/20/2022  A   149452    2/25/2025 2/25/2025 Common Shares 149452 $0.00 149452 D  

Explanation of Responses:
(1) These shares are held by an irrevocable life insurance trust for the benefit of the Reporting Person's children and other family members. The Reporting Person's family member is the trustee of such trust.
(2) These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.
(3) These shares are held by an irrevocable family trust for the benefit of the Reporting Person's spouse and children. The Reporting Person retains investment control over the Issuer securities held by such trust.
(4) These shares are held by a revocable trust, of which the Reporting Person's spouse is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.
(5) These shares are held by an irrevocable family trust for the benefit of the Reporting Person and his children. The Reporting Person retains investment control over the Issuer securities held by such trust.
(6) These shares are held by the Reporting Person's 2020 grantor retained annuity trust ("2020 GRAT"), of which the Reporting Person is the trustee and annuitant.
(7) These shares are held by the Reporting Person's 2021 grantor retained annuity trust ("2021 GRAT"), of which the Reporting Person is the trustee and annuitant.
(8) These shares are held by the Reporting Person's 2022 grantor retained annuity trust ("2022 GRAT"), of which the Reporting Person is the trustee and annuitant.
(9) 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.
(10) These options are immediately exercisable.
(11) Each restricted share unit represents a contingent right to receive one common share.
(12) These restricted share units vest on December 31, 2022.
(13) The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had 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.
(14) These restricted share units vest on December 31, 2023.
(15) 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 21, 2024, which is the fifth anniversary of the grant date.
(16) These restricted share units vest on December 31, 2024.
(17) 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.
(18) These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.
(19) These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
(20) 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, 2023 and to the extent earned will vest on February 19, 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.
(21) These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
(22) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Cil Jose E.
130 KING STREET WEST
SUITE 300
TORONTO, A6 M5X 1E1


Chief Executive Officer

Signatures
/s/ Michele Keusch, as Attorney-in-Fact for Jose Cil4/22/2022
**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.