Statement of Changes in Beneficial Ownership (4)
01 March 2023 - 8:34AM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
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RABINOVITCH MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc.
[
BFI
]
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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) CFO |
(Last)
(First)
(Middle)
C/O BURGERFI INTERNATIONAL, INC.,, 200 WEST CYPRESS CREEK RD., SUITE 220 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2023 |
(Street)
FORT LAUDERDALE, FL 33309
(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 Stock | 2/24/2023 | | P | | 100000 | A | $0.50 | 409188 | D | |
Common Stock | 2/26/2023 | | M(1) | | 42000 | A | (2) | 451188 | D | |
Common Stock | 2/26/2023 | | F(3) | | 16529 | D | $1.64 | 434659 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Restricted Stock Units | (2) | 2/26/2023 | | M | | | 42000 | (1) | (1) | Common Stock | 42000 | $0.00 | 163000 | D | |
Explanation of Responses: |
(1) | The shares are part of a grant of 130,000 restricted stock units made on July 13, 2021 under the issuer's 2020 Omnibus Equity Incentive Plan (the "Plan"). The restricted stock units shall vest and be settled in shares of common stock in annual installments of 25,000 restricted stock units on February 26, 2022, 30,000 restricted stock units on February 26, 2023, 35,000 restricted stock units on February 26, 2023 and 40,000 restricted stock units on February 26, 2023, subject to the Reporting Person's achievement of certain key performance criteria and earlier vesting due to a change of control or certain termination or resignation events. On February 26, 2023, 40% of the portions eligible to vest on February 26, 2023 (the "2023 Portions") vested based on achievement of one of the Reporting Person's key performance criteria. A determination regarding satisfaction of the remaining key performance criteria with respect to the 2023 Portions has not yet been made. |
(2) | Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. |
(3) | Shares disposed of represent shares withheld by the issuer to pay taxes due upon vesting of restricted stock units. |
Remarks: Exhibit 24 - Power of Attorney for Michael Rabinovitch previously filed on 01/05/2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RABINOVITCH MICHAEL C/O BURGERFI INTERNATIONAL, INC., 200 WEST CYPRESS CREEK RD., SUITE 220 FORT LAUDERDALE, FL 33309 |
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| CFO |
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Signatures
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/s/ Stefan Schnopp, Attorney-in-Fact for Michael Rabinovitch | | 2/28/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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