Explanatory Note:
This Amendment No. 10 to the initial Statement on Schedule 13D, filed on December 22, 2014 (the initial Schedule 13D), as
amended by Amendment No. 1, filed on September 25, 2015, Amendment No. 2, filed on December 7, 2015, Amendment No. 3, filed on December 16, 2015, Amendment No. 4, filed on November 1, 2017, Amendment
No. 5, filed on November 13, 2017, Amendment No. 6, filed on November 17, 2017, Amendment No. 7, filed on October 30, 2018, Amendment No. 8 filed on November 8, 2018 and Amendment No. 9 filed on
August 13, 2019 (as amended, the Schedule 13D), amends and restates, where indicated, the Schedule 13D relating to the Exchangeable Units of Restaurant Brands International Limited Partnership (the Issuer) by: (i) 3G
Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company (3G RBH GP); and (ii) 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership (3G RBH). Capitalized terms used in this
Amendment No. 10 and not otherwise defined herein have the meanings given to them in the initial Schedule 13D.
Pursuant to the terms
of the Partnership Agreement, 3G RBH delivered to the Issuer an exchange notice to exchange in aggregate 16,960,717 Exchangeable Units of the Issuer, referred to herein as the September 2019 Exchange.
This Amendment is being filed primarily to provide additional detail about the September 2019 Exchange.
Item 4. Purpose of Transaction.
Item 4 of
Schedule 13D is hereby amended to add the following language:
As noted above, 3G RBH delivered to the Issuer an exchange notice to
exchange 16,960,717 Exchangeable Units held by 3G RBH. The exchange notice became irrevocable on September 4, 2019 with respect to 16,960,717 Exchangeable Units. As announced by RBI on September 3, 2019, upon receipt of the exchange
notice, RBI, in its capacity as general partner of the Issuer, elected to have the Issuer satisfy the Exchange by issuing 16,960,717 common shares of RBI in exchange for 16,960,717 Exchangeable Units. The September 2019 Exchange will be effected on
or before September 23, 2019.
After the 2019 Exchange, the Reporting Persons will continue to hold 149,028,941 Exchangeable Units,
for which they have not submitted any exchange notice.
Except as set forth in this Schedule 13D and in connection with the September 2019
Exchange and the other transactions discussed herein, the Reporting Persons have no plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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