CP7 Warming Bag Form 4 BurgerFi International / James Michael Chu 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^*

Cardboard Box LLC

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	01/21/2022		J(1)		123,131	A	$10.25(1)	3,076,031	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

1. Name and Address of Reporting Person^*

Cardboard Box LLC

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CP7 Warming Bag, L.P.

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CP7 Management, L.L.C.

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dahnke Scott Arnold

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chu James Michael

(Last) (First) (Middle)

599 WEST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. The shares were acquired pursuant to the Stock Purchase Agreement dated November 3, 2021, by and between Cardboard Box LLC, Hot Air, Inc. and the Issuer (the "Stock Purchase Agreement") pursuant to an adjustment to the consideration based on Leakage (as defined in the Stock Purchase Agreement).

Remarks:

The securities are directly held by Cardboard Box LLC ("Cardboard Box"). CP7 Warming Bag, L.P. ("CP7 Warming Bag") serves as the majority member of Cardboard Box. CP7 Management, LLC ("CP7 Management") is the general partner of CP7 Warming Bag, and Scott Dahnke and J. Michael Chu are the managing members of CP7 Management. Each of the Reporting Persons disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

	/s/ Matthew Leeds, for Cardboard Box LLC, By: Matthew Leeds, its Vice President	03/22/2022
	/s/ Scott A. Dahnke, for CP7 Warming Bag, L.P., By: CP7 Management, LLC, its general partner, By: Scott A. Dahnke, its managing member	03/22/2022
	/s/ Scott A. Dahnke, for CP7 Management, LLC, By: Scott A. Dahnke, its managing member	03/22/2022
	/s/ J. Michael Chu	03/22/2022
	/s/ Scott A. Dahnke	03/22/2022
	** Signature of Reporting Person	Date
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