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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 *
Athayde Felipe A
  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)
Brand Pres., Popeyes, Americas
(Last)
(First)
(Middle)
5707 BLUE LAGOON DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2020
(Street)

MIAMI, FL 33126
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               11,662 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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
Option (right to buy) $27.28               (1) 03/06/2024 Common Shares 2,767   2,767 D  
Option (right to buy) $27.28               (1) 03/06/2024 Common Shares 50,000   50,000 D  
Option (right to buy) $42.26               (1) 03/05/2025 Common Shares 3,714   3,714 D  
Option (right to buy) $42.26               (1) 03/05/2025 Common Shares 133,333   133,333 D  
Restricted Share Units (2)               (3)   (3) Common Shares 10,692   10,692 D  
Dividend Equivalent Rights (4) 04/03/2020   A   174.44     (5)   (5) Common Shares 174.44 $ 0 1,159.8564 D  
Restricted Share Units (2)               (6)   (6) Common Shares 6,833   6,833 D  
Dividend Equivalent Rights (4) 04/03/2020   A   109.8848     (7)   (7) Common Shares 109.8848 $ 0 632.829 D  
Restricted Share Units (2)               (8)   (8) Common Shares 3,307   3,307 D  
Dividend Equivalent Rights (4) 04/03/2020   A   52.5083     (9)   (9) Common Shares 52.5083 $ 0 260.5337 D  
Performance Share Units (10)             02/06/2021 02/06/2021 Common Shares 80,800   80,800 D  
Dividend Equivalent Rights (4) 04/03/2020   A   1,318.1405     (11)   (11) Common Shares 1,318.1405 $ 0 8,757.5063 D  
Restricted Share Units (2)               (12)   (12) Common Shares 6,907   6,907 D  
Dividend Equivalent Rights (4) 04/03/2020   A   106.2701     (13)   (13) Common Shares 106.2701 $ 0 313.2355 D  
Option (right to buy) $64.75             02/22/2024 02/21/2029 Common Shares 30,000   30,000 D  
Option (right to buy) $66.31             02/21/2025 02/20/2030 Common Shares 15,000   15,000 D  
Restricted Share Units (2)               (14)   (14) Common Shares 4,415   4,415 D  
Dividend Equivalent Rights (4) 04/03/2020   A   65.9523     (15)   (15) Common Shares 65.9523 $ 0 65.9523 D  
Performance Share Units (16)             02/21/2025 02/21/2025 Common Shares 15,000   15,000 D  
Dividend Equivalent Rights (17) 04/03/2020   A   224.0735     (18)   (18) Common Shares 224.0735 $ 0 224.0735 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Athayde Felipe A
5707 BLUE LAGOON DRIVE
MIAMI, FL 33126
      Brand Pres., Popeyes, Americas  

Signatures

 /s/ Michele Keusch, As Attorney-in-Fact for Felipe A. Athayde   04/07/2020
**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) These options are immediately exercisable.
(2) Each restricted share unit represents a contingent right to receive one common share.
(3) These restricted share units vest on December 31, 2020.
(4) Each whole dividend equivalent right represents a contingent right to receive one common share.
(5) These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as 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.
(6) These restricted share units vest on December 31, 2021.
(7) These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as 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.
(8) These restricted share units vest on December 31, 2022.
(9) 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.
(10) The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 26, 2021, which is the fifth anniversary of the grant date.
(11) These dividend equivalent rights accrued on the 2016 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs 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 when and as dividends are paid on the common shares underlying the 2019 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate.
(14) These restricted share units vest on December 31, 2024.
(15) These dividend equivalent rights accrued on the 2020 restricted share unit award (the "2020 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 RSUs to which they relate.
(16) The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned will vest 100% on February 21, 2025, which is the fifth anniversary of the grant date. 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.
(17) Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.
(18) These dividend equivalent rights accrued on the 2020 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 PBRSUs to which they relate.

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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