Sec Form 4 Filing - KLEIN JEFFREY W @ Restaurant Brands International Inc. - 2025-02-28

Insider filing report for Changes in Beneficial Ownership
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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
KLEIN JEFFREY W
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)
President, Popeyes-US & Canada
(Last) (First) (Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC., 5707 BLUE LAGOON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2025
(Street)
MIAMI, FL33126
4. If Amendment, Date Original Filed (MM/DD/YY)
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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/28/2025 A 1,861 ( 1 ) A $ 65.19 ( 2 ) 20,762.7801 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ) ( 4 ) ( 4 ) Commo n Shares 1,609.6577 1,609.6577 D
Restricted Share Units ( 3 ) ( 5 ) ( 5 ) Common Shares 3,746.7069 3,746.7069 D
Performance Share Units ( 6 ) 02/22/2026 02/22/2026 Common Shares 10,227.1897 10,227.1897 D
Performance Share Units ( 7 ) 03/15/2027 03/15/2027 Common Shares 22,878.0578 22,878.0578 D
Restricted Share Units ( 3 ) 02/28/2025 A 6,979 ( 8 ) ( 9 ) ( 9 ) Common Shares 6,979 $ 0 6,979 D
Performance Share Units ( 10 ) 03/28/2025 A 34,514 03/15/2028 03/15/2028 Common Shares 34,514 $ 0 34,514 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KLEIN JEFFREY W
C/O RESTAURANT BRANDS INTERNATIONAL INC.
5707 BLUE LAGOON DRIVE
MIAMI, FL33126
President, Popeyes-US & Canada
Signatures
/s/ Michele Keusch, as Attorney-in-Fact for Jeffrey W. Klein 03/04/2025
Signature of Reporting Person Date
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 2024 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2024 net bonus to purchase common shares at a purchase price of $65.19 per share ("Investment Shares").
( 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 New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 27, 2025.
( 3 )Each restricted share unit represents a contingent right to receive one common share.
( 4 )These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
( 5 )These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
( 6 )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.
( 7 )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.
( 8 )The Issuer granted the 2025 restricted share units ("2025 RSUs") to the Reporting Person pursuant to the Issuer's 2024 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2024 net bonus to purchase Investment Shares and received a matching grant of 2025 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 $65.19 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 2025 RSUs that have not yet vested.
( 9 )These restricted share units vest in equal installments on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.
( 10 )The shares reported represent an award of performance base share units (the "2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs will have a performance period beginning on February 28, 2025 and ending February 28, 2028 and to the extent earned will vest on March 15, 2028. 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.

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