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CUSIP No. 76090H103
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Explanatory Note:
This Amendment No. 9 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 and Amendment No. 8 filed on November 8, 2018 (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. 9 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 exchange notices to exchange in
aggregate 24,000,000 Exchangeable Units of the Issuer, referred to herein as the 2019 Exchange.
This Amendment is being filed primarily to
provide additional detail about the 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 exchange notices to exchange 24,000,000 Exchangeable Units held by 3G RBH. The exchange notices became
irrevocable on August 9, 2019 with respect to 24,000,0000 Exchangeable Units. As announced by RBI on August 9, 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 24,000,000 common shares of RBI in exchange for 24,000,000 Exchangeable Units. The 2019 Exchange will be effected on or before August 29, 2019.
After the 2019 Exchange, the Reporting Persons will continue to hold 165,989,638 Exchangeable Units, for which they have not submitted any exchange notice.
Except as set forth in this Schedule 13D and in connection with the 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.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and (b) of the Schedule 13D are hereby amended and replaced in their entirety with the following language: