SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

RABINOVITCH MICHAEL

(Last)

(First)

(Middle)

C/O BURGERFI INTERNATIONAL, INC.

105 U.S. HIGHWAY 1

(Street)

NORTH PALM BEACH

33408

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	130,000⁽¹⁾	D
Common Stock	100,000⁽²⁾⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. On February 26, 2021, the Reporting Person was granted 130,000 shares of restricted stock under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be issued in four annual installments of 25,000 shares, 30,000 shares, 35,000 shares and 40,000 shares beginning February 26, 2022, and such vesting is based forty percent on anniversary date and sixty percent on the achievement of certain key performance criteria, subject to the Reporting Person being an employee in good standing at the time of the vesting of each installment.

2. On February 26, 2021, the Reporting Person was granted 100,000 shares of restricted stock under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be issued as follows: (i) 20,000 shares, if during 2021 the last reported closing price of 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; (ii) 20,000 shares, if during 2022 the last reported closing price of 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 shares, if during 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;

3. (Continued from footnote 2) and (iv) 40,000 shares, if during 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. The vesting of the restricted shares are subject to the Reporting Person being an employee in good standing at the time of the vesting of each installment. If the target closing price for each installment is not met during the applicable year, the number of shares subject to vesting during such year shall be cancelled.

Remarks:

	/s/ Michael Rabinovitch	05/05/2021
	** 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 5 (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 Number.