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* Goodhew Karl (Last) (First) (Middle) C/O BURGERFI INTERNATIONAL, INC. 105 US HIGHWAY 1 (Street) NORTH PALM BEACH FL 33408 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/30/2021	3. Issuer Name and Ticker or Trading Symbol BurgerFi International, Inc. [ BFI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Technology Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 09/09/2021
			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, par value $0.0001 per share	0	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common stock	35,000	(2)	D
Restricted Stock Units	(3)(4)(5)	(3)(4)(5)	Common stock	60,000	(2)	D

Explanation of Responses:

1. On August 20, 2021, the Reporting Person was granted 35,000 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 8,750 restricted stock units each, beginning April 29, 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 events. This amendment is being filed to report this grant, which was inadvertently omitted from the reporting person's Form 3 filed on September 9, 2021.

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

3. On August 20, 2021, the Reporting Person was granted 60,000 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) 15,000 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 15,000 restricted stock units shall roll over (the "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 $11.00 per share;

4. (Continued from footnote 3) (ii) 15,000 restricted stock units shall vest, if during calendar year 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 $11.00 per share; (iii) 15,000 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 $13.00 per share; and (iv) 15,000 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 $15.00 per share, subject to earlier vesting due to a change of control or certain termination events;

5. (Continued from footnote 4) 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 15,000 restricted stock units. This amendment is also being filed to report this grant, which was inadvertently omitted from the reporting person's Form 3 filed on September 9, 2021. The stock price benchmarks set forth in the Roll Over and in (ii) through (iv) became effective on January 3, 2022. Prior to such date, the benchmark for the Roll Over was $19.00 per share and the benchmarks for (ii) through (iv) were $19.00 per share, $22.00 per share and $25.00 per share, respectively.

Remarks:

EXHIBIT LIST: Exhibit 24 - Power of Attorney

	/s/ Karl Goodhew	01/05/2022
	** 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).
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