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Filing Details

Accession Number:: 0000899243-22-000636
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-04 21:07:37
Reporting Period:: 2021-12-31

Accepted Time:: 2022-01-04 21:07:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1723580	Burgerfi International Inc.	BFI	Retail-Eating Places (5812)	822418815

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1793414	Ophir Sternberg	4218 Ne 2Nd Avenue Miami FL 33137	Executive Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2022-01-01	50,000	$0.00	100,000	No	4	M	Direct
Common Stock	Acquisiton	2022-01-03	28,696	$6.19	128,696	No	4	P	Direct
Common Stock	Acquisiton	2022-01-03	303,956	$0.00	432,652	No	4	A	Direct
Common Stock	Acquisiton	2022-01-04	21,304	$6.01	453,956	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	P	Direct
No	4	A	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants (right to buy)	Acquisiton	2021-12-31	88	$0.67	88	$11.50
Common Stock	Warrants (right to buy)	Acquisiton	2022-01-03	50,000	$0.79	50,000	$11.50
Common Stock	Warrants (right to buy)	Acquisiton	2022-01-04	9,912	$0.75	9,912	$11.50
Common Stock	Restricted Stock Units	Acquisiton	2022-01-01	511,000	$0.00	511,000	$0.00
Common Stock	Restricted Stock Units	Disposition	2022-01-01	50,000	$0.00	50,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
88	No	4	P	Direct
50,088	No	4	P	Direct
60,000	No	4	P	Direct
900,000	No	4	A	Direct
850,000	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	720,725	Indirect	Lionheart Equities, LLC
Common Stock Underlying Units	150,000	Indirect	Lionheart Equities, LLC

Footnotes

The shares are part of a grant of 250,000 restricted stock units made, for financial reporting purposes, on December 16, 2020, under the issuer's 2020 Omnibus Equity Incentive Plan (the "Plan"). The legal grant date of the restricted stock units was July 13, 2021, the date that applicable grant award agreements were executed by the issuer and the Reporting Person. The restricted stock units shall vest and be settled in shares of common stock as follows: 20%, or 50,000 restricted stock units, vested on the grant date for financial reporting purposes, an additional 20%, or 50,000 restricted stock units, vested on January 1, 2022 and an additional 20%, or 50,000 restricted stock units, shall vest on January 1 of each of the ensuing three years through January 1, 2025 subject to the Reporting Person remaining employed by the issuer on such dates and earlier vesting due to a change of control or certain termination or resignation events.
Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock.
The price reported in Column 4 is a weighted average price. These shares were purchased in 67 separate transactions with prices ranging from $6.15 to $6.22 for an average weighted purchase price of $6.194272. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were purchased in 111 separate transactions with prices ranging from $6.00 to $6.05 for an average weighted purchase price of $6.014073. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
The Reporting Person, as manager and sole member of Lionheart Equities, LLC, has sole voting and dispositive control over the holdings.
Each Unit consists of one share of common stock and one warrant exercisable to purchase one share of common stock at an exercise price of $11.50 per share.
The warrants are currently exercisable provided that an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them continues to be available.
The warrants are exercisable until the earlier to occur of (i) December 16, 2025 and (ii) the date that the issuer fixes for redemption in the event that the issuer elects to redeem all of the warrants subject to redemption pursuant to that certain Warrant Agreement dated March 13, 2018 by and between the issuer and Continental Stock Transfer & Trust Company.
The price reported in Column 8 is a weighted average price. These warrants were purchased in 18 separate transactions with prices ranging from $0.75 to $0.80 for an average weighted purchase price of $0.794147. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of warrants purchased at each separate price within the range set forth in this footnote.
The price reported in Column 8 is a weighted average price. These warrants were purchased in 17 separate transactions with prices ranging from $0.70 to $0.7799 for an average weighted purchase price of $0.745682. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of warrants purchased at each separate price within the range set forth in this footnote.
Represents a grant of 700,000 restricted stock units made, for financial reporting purposes, on December 16, 2020, under the Plan. The legal grant date of the restricted stock units was July 13, 2021, the date that applicable grant award agreements were executed by the issuer and the Reporting Person; provided, however, that 73% (511,000 shares) of the total restricted stock units were not issued (deemed or otherwise) under the Plan until the aggregate number of shares reserved for awards under the Plan was increased on January 1, 2022 consistent with Section 5.1 of the Plan. The restricted stock units shall vest and be settled in shares of common stock as follows: (i) 20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the issuer's revenue (the "Company Revenue") for fiscal year 2021,
(Continued from footnote 11) as calculated and presented in the issuer's audited financial statements included in the Form 10-K report for the relevant year, is 10% or greater than $34,382,000 ("Base Year Revenue"); (ii)20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2022 is 20% or greater than the Base Year Revenue; (iii) 20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2023 is 30% or greater than the Base Year Revenue, (iv) 20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units,
(Continued from footnote 12) shall vest if the Company Revenue for fiscal year 2024 is 40% or greater than the Base Year Revenue and (v) 20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2025 is 50% or greater than the Base Year Revenue, subject to earlier vesting due to a change of control or certain termination or resignation events.