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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 4/9/24 |
| Issuer: |
| Issuer CIK: 1723580 |
| Issuer Name: BurgerFi International, Inc. |
| Issuer Trading Symbol: BFI |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1793414 |
| | Owner Name: Sternberg Ophir |
| Reporting Owner Address: |
| | Owner Street 1: 4218 NE 2ND AVENUE |
| | Owner Street 2: |
| | Owner City: MIAMI |
| | Owner State: FL |
| | Owner ZIP Code: 33137 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: Executive Chairman |
| Aff 10b5 One? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/9/24 |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 140,000 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,695,956 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,878,725 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Lionheart Equities, LLC |
| Footnote ID: F5 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock underlying Units |
| | | Footnote ID: F6 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 150,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Lionheart Equities, LLC |
| Footnote ID: F5 |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 4/9/24 |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 140,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 140,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 330,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: The shares are part of a grant of 700,000 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; 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 700,000 restricted stock units if the issuer's revenue (the "Company Revenue") for fiscal year 2021, |
| Footnote - F2: (Continued from footnote 1) as calculated and presented in the issuer's audited financial statements included in the Form 10-K report for the relevant year, was 10% or greater than was $34,382,000 ("Base Year Revenue"); (ii) 20%, or 140,000 of the 700,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2022 was 20% or greater than the Base Year Revenue; (iii) 20%, or 140,000 of the 700,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2023 was 30% or greater than the Base Year Revenue, (iv) 20%, or 140,000 of the 700,000 restricted stock units, |
| Footnote - F3: (Continued from footnote 2) 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 700,000 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. On April 9, 2024, 140,000 of the restricted stock units vested based on achievement of Company Revenue for fiscal year 2023 that was 30% or greater than the Base Year Revenue. |
| Footnote - F4: Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. |
| Footnote - F5: The Reporting Person, as manager and sole member of Lionheart Equities, LLC, has sole voting and dispositive control over the holdings. |
| Footnote - F6: 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. |
| Owner Signature: |
| Signature Name: /s/ Ophir Sternberg |
| Signature Date: 4/11/24 |
