Amended Statement of Beneficial Ownership (sc 13d/a)
22 4월 2023 - 5:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)*
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
April
14, 2023 |
(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).
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
3,883,396 |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
3,883,396 |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,883,396 |
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)
16.3%1 |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
1
The percentage is based on 23,823,105 shares of common stock outstanding as of March 27, 2023 (according to the cover
of the issuer’s Annual Report on Form 10-K for the year ended January 2, 2023, filed with the Securities
and Exchange Commission on April 3, 2023).
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)
|
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
3,883,396 |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
3,883,396 |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,883,396 |
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)
16.3%2 |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
2
The percentage is based on 23,823,105 shares of common stock outstanding as of March 27, 2023 (according to the cover
of the issuer’s Annual Report on Form 10-K for the year ended January 2, 2023, filed with the Securities
and Exchange Commission on April 3, 2023).
CUSIP
No. 12122L101
AMENDMENT
NO. 11 TO SCHEDULE 13D
This
Amendment No. 11 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, Amendment No. 6 filed on March 11, 2022, Amendment No. 7 filed on August 17, 2022, Amendment No. 8 filed on October 11, 2022,
Amendment No. 9 filed on January 9, 2023 and Amendment No. 10 filed on March 21, 2023 (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 3,883,396 shares of the Issuer’s Common
Stock, which represent approximately 16.3% 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 3,883,396 shares of Common
Stock, which represent approximately 16.3% 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 3,883,396
shares of the Issuer’s Common Stock, which represents approximately 16.3% 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 3,883,396 shares of Common Stock, which represents approximately 16.3% 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
Sold | | |
Price | |
03/21/2023 | |
| 5,000 | | |
$ | 1.22 | |
03/22/2023 | |
| 5,000 | | |
$ | 1.19 | |
03/23/2023 | |
| 5,000 | | |
$ | 1.22 | |
03/24/2023 | |
| 5,000 | | |
$ | 1.13 | |
03/27/2023 | |
| 5,000 | | |
$ | 1.09 | |
03/28/2023 | |
| 5,000 | | |
$ | 1.11 | |
03/29/2023 | |
| 5,000 | | |
$ | 1.18 | |
03/30/2023 | |
| 5,000 | | |
$ | 1.17 | |
03/31/2023 | |
| 5,000 | | |
$ | 1.15 | |
04/3/2023 | |
| 5,000 | | |
$ | 1.19 | |
04/4/2023 | |
| 5,000 | | |
$ | 1.22 | |
04/5/2023 | |
| 5,000 | | |
$ | 1.19 | |
04/6/2023 | |
| 5,000 | | |
$ | 1.18 | |
04/10/2023 | |
| 5,000 | | |
$ | 1.16 | |
04/11/2023 | |
| 5,000 | | |
$ | 1.25 | |
04/12/2023 | |
| 5,000 | | |
$ | 1.20 | |
04/13/2023 | |
| 5,000 | | |
$ | 1.22 | |
04/14/2023 | |
| 10,000 | | |
$ | 1.20 | |
04/17/2023 | |
| 10,000 | | |
$ | 1.15 | |
04/18/2023 | |
| 10,000 | | |
$ | 1.17 | |
04/19/2023 | |
| 10,000 | | |
$ | 1.15 | |
04/20/2023 | |
| 10,000 | | |
$ | 1.11 | |
| |
| Total
Shares Sold for the
period March 21, 2023 through April 20, 2023: | | |
| | |
| |
| 135,000. | | |
| | |
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. 11 to Schedule 13D is true, complete, and correct.
Dated:
April 21, 2023
|
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 |
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