Filing Details
- Accession Number:
- 0001140361-22-029900
- Form Type:
- 13D Filing
- Publication Date:
- 2022-08-16 20:00:00
- Filed By:
- John Rosatti Revocable Trust
- Company:
- Burgerfi International Inc.
- Filing Date:
- 2022-08-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The John Rosatti Family Trust dated August | 3,702,140 | 0 | 3,702,140 | 0 | 3,702,140 | 16.65% |
| John Rosatti | 3,702,140 | 0 | 3,702,140 | 0 | 3,702,140 | 16.65% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
| BurgerFi International, Inc. |
| (Name of Issuer) |
| Class A Common Stock, $.0001 par value |
| (Title of Class of Securities) |
| 12122L01 |
| (CUSIP Number) |
The John Rosatti Family Trust dated August 27, 2001, as amended
101 US Highway 1
North Palm Beach, Florida 33408
(561) 650-7940
| (Name, Address, and Telephone Number of Person Authorized |
| to Receive Notices and Communications) |
With a copy to:
Laura Anthony, Esq.
Anthony L.G., PLLC
625 N. Flagler Drive, Suite 600
West Palm Beach, FL 33401
(561) 514-0936
| August 9, 2022 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Page 2 of 6 | |
| CUSIP No. 12122L101 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| The John Rosatti Family Trust dated August 27, 2001, as amended | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Florida | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 3,702,140 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 3,702,140 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,702,140 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 16.65%1 | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
1 The percentage is based on 22,235,703 shares of common stock outstanding as of May 9, 2022 (according to a statement in the issuer's Schedule 14A definitive Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934, as filed with the Securities and Exchange Commission on May 26, 2022).
| Page 3 of 6 | |
| CUSIP No. 12122L101 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| John Rosatti | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| SC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States of America | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 3,702,140 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 3,702,140 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,702,140 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 16.65%2 | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
2 The percentage is based on 22,235,703 shares of common stock outstanding as of May 9, 2022 (according to a statement in the issuer's Schedule 14A definitive Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934, as filed with the Securities and Exchange Commission on May 26, 2022).
| Page 4 of 6 | |
| CUSIP No. 12122L101 |
AMENDMENT NO. 7 TO SCHEDULE 13D
This Amendment No. 7 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D previously filed by The John Rosatti Family Trust dated August 27, 2001, as
amended, (“The John Rosatti Family Trust”) and its sole trustee, John Rosatti (“Mr. Rosatti”) (collectively, the “Reporting Persons”) filed on April 29, 2021 (the “Original Statement”), as amended by Amendment No. 1 to
Schedule 13D, filed on May 28, 2021, Amendment No. 2 filed on June 7, 2021, Amendment No. 3 filed on June 11, 2021, Amendment No. 4 filed on June 17, 2021, Amendment No. 5 filed on August 10, 2021, and Amendment No. 6 filed on March 11, 2022 (with
the Original Statement, the “Statement”) as relating to the common stock, par value $0.0001 per share (“Common Stock”), of BurgerFi International, Inc. (the “Company” or “Issuer”). The principal executive offices of the
Issuer are located at 200 West Cypress Creek Rd., Suite 220, Fort Lauderdale, Florida 33309.
Except as specifically amended by this Amendment, items in the Statement are unchanged. Capitalized terms used herein that are not defined have the meaning ascribed to them in
the Original Statement.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a) and (b) of the Statement are hereby amended and restated as follows:
(a) The John Rosatti Family Trust dated August 27, 2001, as amended, beneficially owns 3,702,140 shares of the Issuer’s Common Stock, which represent approximately
16.65% of the outstanding shares of Common Stock. By reason of being the trustee of The John Rosatti Family Trust dated August 27, 2001, as amended, Mr. Rosatti may be deemed to beneficially own 3,702,140 shares of Common Stock, which represent
approximately 16.65% of the outstanding shares of Common Stock.
(b) The John Rosatti Family Trust dated August 27, 2001, as amended, has the sole power to vote and sole power to dispose of 3,702,140 shares of the Issuer’s Common
Stock, which represents approximately 16.65% of the outstanding shares of Common Stock. By reason of being the trustee of The John Rosatti Family Trust dated August 27, 2001, as amended, Mr. Rosatti may be deemed to have shared power to vote and
dispose of 3,702,140 shares of Common Stock, which represents approximately 16.65% of the outstanding shares of Common Stock.
(c) On dates specified below, The John Rosatti Family Trust sold Issuer’s Common Shares on the open market at the prices specified:
| Date | Shares of the Issuer’s Common Stock Sold | Price Per Share | ||||
| March 14, 2022 | 3,000 | $4.27 | ||||
| March 15, 2022 | 3,000 | $4.26 | ||||
| March 16, 2022 | 3,000 | $4.49 | ||||
| March 17, 2022 | 2,000 | $4.60 | ||||
| March 18, 2022 | 2,500 | $4.58 | ||||
| March 21, 2022 | 3,000 | $4.26 | ||||
| March 22, 2022 | 3,000 | $4.17 | ||||
| March 23, 2022 | 3,000 | $4.20 | ||||
| March 24, 2022 | 2,000 | $4.23 | ||||
| March 28, 2022 | 3,000 | $4.40 | ||||
| March 29, 2022 | 3,000 | $4.44 |
| Page 5 of 6 | |
| CUSIP No. 12122L101 |
| March 30, 2022 | 3,000 | $4.25 | ||||
| March 31, 2022 | 3,000 | $4.14 | ||||
| April 1, 2022 | 3,000 | $4.04 | ||||
| April 4, 2022 | 3,000 | $4.07 | ||||
| April 5, 2022 | 1,600 | $4.03 | ||||
| April 6, 2022 | 1,400 | $3.81 | ||||
| April 7, 2022 | 3,000 | $3.75 | ||||
| April 8, 2022 | 3,000 | $3.71 | ||||
| April 11, 2022 | 3,000 | $3.70 | ||||
| April 12, 2022 | 3,000 | $3.76 | ||||
| April 13, 2022 | 3,000 | $3.86 | ||||
| April 14, 2022 | 3,000 | $4.05 | ||||
| April 18, 2022 | 2,400 | $3.95 | ||||
| April 19, 2022 | 3,000 | $4.08 | ||||
| April 20, 2022 | 1,800 | $4.16 | ||||
| April 21, 2022 | 2,200 | $4.03 | ||||
| April 22, 2022 | 2,000 | $4.03 | ||||
| April 25, 2022 | 2,000 | $4.12 | ||||
| April 26, 2022 | 2,500 | $3.87 | ||||
| April 27, 2022 | 4,500 | $3.69 | ||||
| August 9, 2022 | 3,000 | $3.23 | ||||
| Total Shares Sold: 86,900 | ||||||
Except for the open market transaction reported for August 9, 2022, no other transactions were effected by the Reporting Persons in the past 60 days.
| Page 6 of 6 | |
| CUSIP No. 12122L101 |
Signature
After reasonable inquiry and to the best of my knowledge and belief, the Reporting Persons hereby certifies that the information set forth in this Amendment No. 6 to Schedule 13D
is true, complete, and correct.
Dated: August 16, 2022
| The John Rosatti Family Trust dated August 27, 2001, as amended | ||
| By: | /s/ John Rosatti | |
| Name: John Rosatti | ||
| Title: Trustee | ||
| /s/ John Rosatti | ||
| John Rosatti | ||