This amendment No. 1 (the Amendment No. 1) to
Schedule 13D relates to the Schedule 13D filed on May 4, 2020 (the Original Schedule 13D, as amended and supplemented through the date of this Amendment No. 1, the Schedule 13D) by (i) Pershing
Square Capital Management, L.P., a Delaware limited partnership (Pershing Square), (ii) PS Management GP, LLC, a Delaware limited liability company (PS Management) and (iii) William A. Ackman, a citizen of
the United States (together with Pershing Square and PS Management, the Reporting Persons) relating to the common stock, no par value (the Common Stock), of Restaurant Brands International Inc., corporation
continued under the laws of Canada (the Issuer).
Capitalized terms used but not defined in this Amendment No. 1
shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 1, the Schedule 13D is
unchanged.
Item 1.
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Security and Issuer
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The second paragraph of Item 1 of the Original Schedule 13D is hereby amended and restated to read in full as follows:
The Reporting Persons (as defined herein) beneficially own, in the aggregate, 29,061,569 shares of Common Stock (the Subject
Shares), which number includes: (i) 25,119,016 shares of Common Stock, and (ii) 3,942,553 shares of Common Stock issuable on exchange of exchangeable units in Restaurant Brands International Limited Partnership (Exchangeable
Units). The number of Fund Subject Securities beneficially owned by Pershing Square and PS Management, and the number of Ackman Subject Securities beneficially own by Mr. Ackman has not changed (as further detailed in the footnotes to
the cover pages).
Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On June 1, 2020, PSH purchased 9,038,993 shares of Common Stock for an aggregate purchase price of $397,525,271 pursuant to forward
purchase contracts described in the Original Schedule 13D. The source of funding for such purchases is the respective capital of PSH.
Item 5.
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Interest in Securities of the Issuer
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Item 5(c) of the Original Schedule 13D is hereby amended and restated to read in full as follows:
(c) Exhibit 99.2 to the Original Schedule 13D and Exhibit 99.5 filled herewith, which are incorporated by reference, describe all of the
transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibit 99.2 and Exhibit 99.5, no
reportable transactions were effected by any Reporting Person within the last 60 days.