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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 *
Machado Fernando
  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 Marketing Officer
(Last)
(First)
(Middle)
130 KING STREET WEST, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2020
(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               13,074 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 137,500   137,500 D  
Option (right to buy) $42.26               (1) 03/05/2025 Common Shares 11,420   11,420 D  
Option (right to buy) $42.26               (1) 03/05/2025 Common Shares 40,000   40,000 D  
Performance Share Units (2)             02/26/2021 02/26/2021 Common Shares 30,315.3944   30,315.3944 D  
Dividend Equivalent Rights (3) 06/30/2020   A   316.0853     (4)   (4) Common Shares 316.0853 $ 0 3,584.7558 D  
Restricted Share Units (5)               (6)   (6) Common Shares 8,757   8,757 D  
Dividend Equivalent Rights (3) 06/30/2020   A   91.3595     (7)   (7) Common Shares 91.3595 $ 0 1,041.3093 D  
Restricted Share Units (5)               (8)   (8) Common Shares 4,989   4,989 D  
Dividend Equivalent Rights (3) 06/30/2020   A   51.304     (9)   (9) Common Shares 51.304 $ 0 513.3535 D  
Option (right to buy) $58.44             02/23/2023 02/22/2028 Common Shares 40,000   40,000 D  
Restricted Share Units (5)               (10)   (10) Common Shares 3,966   3,966 D  
Dividend Equivalent Rights (3) 06/30/2020   A   40.2678     (11)   (11) Common Shares 40.2678 $ 0 352.7192 D  
Performance Share Units (12)             02/22/2024 02/22/2024 Common Shares 190,000   190,000 D  
Dividend Equivalent Rights (13) 06/30/2020   A   1,847.6867     (14)   (14) Common Shares 1,847.6867 $ 0 8,164.4006 D  
Restricted Share Units (5)               (15)   (15) Common Shares 5,662   5,662 D  
Dividend Equivalent Rights (3) 06/30/2020   A   55.7061     (16)   (16) Common Shares 55.7061 $ 0 312.4803 D  
Restricted Share Units (5)               (17)   (17) Common Shares 10,638   10,638 D  
Dividend Equivalent Rights (3) 06/30/2020   A   101.618     (18)   (18) Common Shares 101.618 $ 0 260.531 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Machado Fernando
130 KING STREET WEST
SUITE 300
TORONTO, A6 M5X 1E1
      Chief Marketing Officer  

Signatures

 /s/ Michele Keusch, as Attorney-in-Fact for Fernando Machado   07/02/2020
**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) 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 endingDecember 31, 2018 and will vest on February 26, 2021, which is the fifth anniversary of the grant date.
(3) Each whole dividend equivalent right represents a contingent right to receive one common share.
(4) 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 tosettlement and expiration upon the same terms as the 2016 PBRSUs to which they relate.
(5) Each restricted share unit represents a contingent right to receive one common share.
(6) These restricted share units vest on December 31, 2020.
(7) 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 vestproportionately 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 and as dividends are paid on the common shares underlying the 2017 RSUs and vestproportionately 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 vestproportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.
(12) The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a three-year performance period beginning January 1, 2019 and ending December 31, 2022 and to the extent earned 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 performance period is subject to increase or decrease based on the results of the performance condition.
(13) 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.
(14) These dividend equivalent rights accrued on the 2019 PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject tosettlement and expiration upon the same terms as the 2019 PBRSUs to which they relate.
(15) These restricted share units vest on December 31, 2023.
(16) 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 vestproportionately with and are subject to settlement and expiration upon the same terms as the 2019 RSUs to which they relate.
(17) These restricted share units vest on December 31, 2024.
(18) 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.

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