Statement of Changes in Beneficial Ownership (4)
06 January 2018 - 10:00AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
MACEDO ALEXANDRE
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2. Issuer Name
and
Ticker or Trading Symbol
Restaurant Brands International Inc.
[
QSR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President,Tim Hortons
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(Last)
(First)
(Middle)
226 WYECROFT ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2018
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(Street)
OAKVILLE, A6 L6K 3X7
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares
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16734
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Exchangeable units
(1)
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(1)
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(1)
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(1)
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Common Shares
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41691
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41691
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D
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Option (right to buy)
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$3.54
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(2)
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7/31/2021
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Common Shares
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40139
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40139
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D
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Option (right to buy)
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$3.54
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(2)
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2/20/2022
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Common Shares
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4308
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4308
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D
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Option (right to buy)
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$3.97
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(2)
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2/28/2022
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Common Shares
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75458
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75458
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D
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Option (right to buy)
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$18.25
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(2)
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2/28/2023
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Common Shares
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16438
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16438
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D
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Option (right to buy)
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$18.25
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3/1/2018
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2/28/2023
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Common Shares
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200000
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200000
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D
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Option (right to buy)
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$27.28
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12/31/2018
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3/6/2024
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Common Shares
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29325
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29325
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D
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Option (right to buy)
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$27.28
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3/7/2019
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3/6/2024
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Common Shares
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100000
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100000
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D
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Option (right to buy)
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$42.26
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12/31/2019
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3/5/2025
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Common Shares
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33128
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33128
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D
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Option (right to buy)
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$42.26
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3/6/2020
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3/5/2025
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Common Shares
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100000
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100000
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D
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Restricted Share Units
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(3)
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(4)
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(4)
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Common Shares
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28215
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28215
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D
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Dividend Equivalent Rights
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(5)
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1/3/2018
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A
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97.1789
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(6)
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(6)
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Common Shares
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97.1789
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$0.00
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776.6943
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D
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Option (right to buy)
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$33.67
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2/26/2021
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2/25/2026
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Common Shares
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100000
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100000
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D
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Restricted Share Units
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(3)
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(7)
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(7)
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Common Shares
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11006
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11006
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D
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Dividend Equivalent Rights
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(5)
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1/3/2018
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A
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37.3646
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(8)
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(8)
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Common Shares
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37.3646
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$0.00
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141.1087
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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These options are immediately exercisable.
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(3)
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Each restricted share unit represents a contingent right to receive one common share.
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(4)
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These restricted share units vest on December 31, 2020.
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(5)
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Each whole dividend equivalent right represents a contingent right to receive one common share.
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(6)
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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.
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(7)
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These restricted share units vest on December 31, 2021.
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(8)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MACEDO ALEXANDRE
226 WYECROFT ROAD
OAKVILLE, A6 L6K 3X7
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President,Tim Hortons
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Signatures
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/s/ Lisa Giles-Klein, as Attorney-in-Fact for Alexandre Macedo
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1/5/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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