Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RABINOVITCH MICHAEL

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2021

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

(Last)

(First)

(Middle)

C/O BURGERFI INTERNATIONAL, INC., 105 U.S. HIGHWAY 1

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP and CFO

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

(Street)

NORTH PALM BEACH, FL 33408

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	130,000 ⁽¹⁾	D
Common Stock	100,000 ⁽²⁾ ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RABINOVITCH MICHAEL C/O BURGERFI INTERNATIONAL, INC. 105 U.S. HIGHWAY 1 NORTH PALM BEACH, FL 33408			SVP and CFO

Signatures

/s/ Michael Rabinovitch		05/05/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	On February 26, 2021, the Reporting Person was granted 130,000 shares of restricted stock under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be issued in four annual installments of 25,000 shares, 30,000 shares, 35,000 shares and 40,000 shares beginning February 26, 2022, and such vesting is based forty percent on anniversary date and sixty percent on the achievement of certain key performance criteria, subject to the Reporting Person being an employee in good standing at the time of the vesting of each installment.
(2)	On February 26, 2021, the Reporting Person was granted 100,000 shares of restricted stock under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be issued as follows: (i) 20,000 shares, if during 2021 the last reported closing price of issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $19.00 per share; (ii) 20,000 shares, if during 2022 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period equals or exceeds $19.00 per share; (iii) 20,000 shares, if during 2023 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $22.00 per share;
(3)	(Continued from footnote 2) and (iv) 40,000 shares, if during 2024 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $25.00 per share. The vesting of the restricted shares are subject to the Reporting Person being an employee in good standing at the time of the vesting of each installment. If the target closing price for each installment is not met during the applicable year, the number of shares subject to vesting during such year shall be cancelled.

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