BurgerFi International (BFICQ) Form 4 BurgerFi International / MICHAEL RABINOVITCH ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RABINOVITCH MICHAEL

(Last) (First) (Middle)

C/O BURGERFI INTERNATIONAL, INC.,

200 WEST CYPRESS CREEK RD., SUITE 220

(Street)

FORT LAUDERDALE FL 33309

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/21/2023(1)(2)		M		63,000	A	(3)	497,659	D
Common Stock	03/21/2023		F		24,793(4)	D	$1.2	472,866	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	03/21/2023		M			63,000	(1)(2)	(1)(2)	Common Stock	63,000	$0.00	60,000(5)	D

Explanation of Responses:

1. The shares are part of a grant of 130,000 restricted stock units made on July 13, 2021 under the issuer's 2020 Omnibus Equity Incentive Plan (the "Plan"). The restricted stock units shall vest and be settled in shares of common stock in annual installments of 25,000 restricted stock units on February 26, 2022, 30,000 restricted stock units on February 26, 2023, 35,000 restricted stock units on February 26, 2023 and 40,000 restricted stock units on February 26, 2023, subject to the Reporting Person's achievement of certain key performance criteria and earlier vesting due to a change of control or certain termination or resignation events. On February 26, 2023, 40% of the portions eligible to vest on February 26, 2023 (the "2023 Portions") vested based on achievement of one of the Reporting Person's key performance criteria, at which point a determination regarding satisfaction of the remaining key performance criteria with respect to the 2023 Portions had not yet been made.

2. (Continued from Footnote 1) On March 21, 2023, the remaining 60% of the 2023 Portions vested based on achievement of the Reporting Person's remaining key performance criteria with respect to the 2023 Portions.

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

4. Shares disposed of represent shares withheld by the issuer to pay taxes due upon vesting of restricted stock units.

5. Reflects forfeiture of 40,000 restricted stock units granted to the Reporting Person on July 13, 2021 due to the condition with respect to calendar year 2022 applicable to such restricted stock units not being satisfied. Such 40,000 restricted stock units were inadvertently included in the amount reported in the number of derivative securities beneficially owned following the reported transaction in Table II, Box 9 of the Form 4 filed by the Reporting Person on February 28, 2023.

Remarks:

	/s/ Stefan Schnopp, Attorney-in-Fact for Michael Rabinovitch	03/23/2023
	** 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 4 (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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