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Section 1: 4 (FORM 4 SUBMISSION)

Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Friesner Jacqueline
  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)
130 KING STREET WEST, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2019
(Street)

TORONTO, A6 M5X 1E1
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/27/2019   M   6,392 A $27.28 106,352 D  
Common Shares 08/27/2019   M   20,000 A $27.28 126,352 D  
Common Shares 08/27/2019   S   26,392 D $77.3(1) 99,960 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Exchangeable units(2) (2)               (2)   (2) Common Shares 9,098   9,098 D  
Option (right to buy) $27.28 08/27/2019   M     6,392   (3) 03/06/2024 Common Shares 6,392 $ 0 0 D  
Option (right to buy) $27.28 08/27/2019   M     20,000   (3) 03/06/2024 Common Shares 20,000 $ 0 0 D  
Option (right to buy) $42.26             12/31/2019 03/05/2025 Common Shares 6,005   6,005 D  
Option (right to buy) $42.26             03/06/2020 03/05/2025 Common Shares 40,000   40,000 D  
Restricted Share Units (4)               (5)   (5) Common Shares 8,630   8,630 D  
Dividend Equivalent Rights (6)               (7)   (7) Common Shares 657.3845   657.3845 D  
Option (right to buy) $33.67             02/26/2021 02/25/2026 Common Shares 50,000   50,000 D  
Restricted Share Units (4)               (8)   (8) Common Shares 4,800   4,800 D  
Dividend Equivalent Rights (6)               (9)   (9) Common Shares 291.7029   291.7029 D  
Option (right to buy) $55.55             02/24/2022 02/23/2027 Common Shares 20,000   20,000 D  
Restricted Share Units (4)               (10)   (10) Common Shares 3,492   3,492 D  
Dividend Equivalent Rights (6)               (11)   (11) Common Shares 165.323   165.323 D  
Restricted Share Units (4)               (12)   (12) Common Shares 4,414   4,414 D  
Dividend Equivalent Rights (6)               (13)   (13) Common Shares 65.7052   65.7052 D  
Performance Share Units (14)             02/22/2024 02/22/2024 Common Shares 20,000   20,000 D  
Dividend Equivalent Rights (15)               (16)   (16) Common Shares 297.7126   297.7126 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Friesner Jacqueline
130 KING STREET WEST
SUITE 300
TORONTO, A6 M5X 1E1
      See Remarks  

Signatures

 /s/ Lisa Giles-Klein, As Attorney-in-Fact for Jacqueline Friesner   08/29/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $77.20 to $77.48 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.
(2) 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.
(3) These options are immediately exercisable.
(4) Each restricted share unit represents a contingent right to receive one common share.
(5) These restricted share units vest on December 31, 2020.
(6) Each whole dividend equivalent right represents a contingent right to receive one common share.
(7) These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when andas dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate.
(8) These restricted share units vest on December 31, 2021.
(9) These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when andas dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate.
(10) These restricted share units vest on December 31, 2022.
(11) These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.
(12) These restricted share units vest on December 31, 2023.
(13) These dividend equivalent rights accrued on the 2019 restricted share unit award (the "2019 RSUs"). Dividend equivalent rights accrue whenand as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement andexpiration upon the same terms as the 2019 RSUs to which they relate.
(14) The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and will vest 100% on February 22, 2024, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.
(15) Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on theresults of the Issuer performance condition.
(16) These dividend equivalent rights accrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on thecommon shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same termsas the 2019 PBRSUs to which they relate.
 
Remarks:
VP, Controller and Principal Accounting Officer

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