SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RABINOVITCH MICHAEL

(Last)

(First)

(Middle)

C/O BURGERFI INTERNATIONAL, INC.,

105 U.S. HIGHWAY 1

(Street)

NORTH PALM BEACH

33408

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc. [ BFI, BFIIW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	07/13/2021		A		130,000		⁽²⁾	⁽²⁾	Common Stock	130,000	$0.00	130,000	D
Restricted Stock Units	⁽¹⁾	07/13/2021		A		100,000		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	100,000	$0.00	230,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock.

2. July 13, 2021, the Reporting Person was granted 130,000 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be settled in shares of common stock in four annual installments of 25,000 restricted stock units, 30,000 restricted stock units, 35,000 restricted stock units and 40,000 restricted stock units beginning February 26, 2022, 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.

3. July 13, 2021, the Reporting Person was granted 100,000 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be settled in shares of common stock as follows: (i) 20,000 restricted stock units shall vest, if during calendar year 2021 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $19.00 per share; provided, however, that if the vesting condition is not achieved during calendar year 2021, such 20,000 restricted stock units shall roll over to calendar year 2022 and shall vest, if during calendar year 2022 the last reported closing price of the issuer's common stock for any twenty (20) trading days within any consecutive thirty (30) trading day period is greater than or equal to $19.00 per share; (ii) 20,000 restricted stock units shall vest, if during calendar year 2022 the last reported closing price of

4. (Continued from footnote 3) the issuer's common stock for any twenty trading days within any consecutive thirty trading day period equals or exceeds $19.00 per share; (iii) 20,000 restricted stock units shall vest, if during calendar year 2023 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $22.00 per share; and (iv) 40,000 restricted stock units shall vest, if during calendar year 2024 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $25.00 per share, subject to earlier vesting due to a change of control or certain termination or resignation events; provided, that in no event shall the number of unearned restricted stock units that can vest in 2022 in connection with such termination events exceed 20,000 restricted stock units.

Remarks:

	/s/ Michael Rabinovitch	07/15/2021
	** 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.
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