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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 07/13/2021 | A | 35,000 | (2) | (2) | Common Stock | 35,000 | $ 0 | 35,000 | D | ||||
Restricted Stock Units | (1) | 07/13/2021 | A | 60,000 | (3)(4)(5) | (3)(4)(5) | Common Stock | 60,000 | $ 0 | 95,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Esposito James R. C/O BURGERFI INTERNATIONAL, INC., 105 U.S. HIGHWAY 1 NORTH PALM BEACH, FL 33408 |
Chief Operating Officer |
/s/ James R. Esposito | 07/15/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. |
(2) | On July 13, 2021, the Reporting Person was granted 35,000 restricted stock units 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 February 18, 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. |
(3) | On July 13, 2021, the Reporting Person was granted 60,000 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be settled in shares of common stock as follows: (i) 15,000 restricted stock units shall vest, if during calendar year 2021 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 $19.00 per share; provided, however, that if the vesting condition is not achieved during calendar year 2021, such 15,000 restricted stock units shall roll over to calendar year 2022 and shall vest, if during calendar year 2022 the last reported closing price of the issuer's common stock for any twenty (20) trading days within any consecutive thirty (30) trading day period is greater than or equal to $19.00 per share; |
(4) | (Continued from footnote 3) (ii) 15,000 restricted stock units shall vest, if during calendar year 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) 15,000 restricted stock units shall vest, if during calendar year 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; and (iv) 15,000 restricted stock units shall vest, if during calendar year 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, subject to earlier vesting due to a change of control or certain termination events; |
(5) | (Continued from footnote 4) provided, that in no event shall the number of unearned restricted stock units that can vest in 2022 in connection with such termination events exceed 15,000 restricted stock units. |