Statement of Changes in Beneficial Ownership (4)
02 5월 2023 - 5:38AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Goodhew Karl |
2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc.
[
BFI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Technology Officer |
(Last)
(First)
(Middle)
C/O BURGERFI INTERNATIONAL, INC., 200 WEST CYPRESS CREEK ROAD, SUITE 220 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/29/2023 |
(Street)
FORT LAUDERDALE, FL 33309 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/29/2023 (1) | | M | | 4375 | A | (2) | 55727 | D | |
Common Stock | 4/29/2023 | | F | | 1550 (3) | D | $1.00 | 54177 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (2) | 4/29/2023 (1) | | M | | | 4375 | (1) | (1) | Common Stock | 4375 | $0.00 | 17500 | D | |
Explanation of Responses: |
(1) | The shares are part of a grant of 35,000 restricted stock units made on August 20, 2021 under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be settled in shares of common stock in four annual installments of 8,750 restricted stock units each, beginning April 29, 2022, subject to the Reporting Person's achievement of certain key performance criteria and earlier vesting due to a change of control or certain termination events. On March 21, 2023, the Compensation Committee of the Board of Directors of the issuer approved of the vesting of 4,375 of the restricted stock units in the second installment effective April 29, 2023, based on the extent of achievement of the Reporting Person's key performance criteria. The remainder of the second installment was forfeited effective April 29, 2023. |
(2) | Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. |
(3) | Shares disposed of represent shares withheld by the issuer to pay taxes due upon vesting of restricted stock units. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Goodhew Karl C/O BURGERFI INTERNATIONAL, INC. 200 WEST CYPRESS CREEK ROAD, SUITE 220 FORT LAUDERDALE, FL 33309 |
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| Chief Technology Officer |
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Signatures
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/s/ Stefan Schnopp, as Attorney-in-Fact for Karl Goodhew | | 5/1/2023 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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