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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 | (2) | 07/13/2021 | A | 250,000 | (1) | (1) | Common Stock | 250,000 | $ 0 | 250,000 | D | ||||
| Restricted Stock Units | (2) | 07/13/2021(1) | M | 50,000 | (1) | (1) | Common Stock | 50,000 | $ 0 | 200,000 | D | ||||
| Restricted Stock Units | (2) | 07/13/2021 | A | 189,000 | (5)(6)(7) | (5)(6)(7) | Common Stock | 189,000 | $ 0 | 389,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sternberg Ophir 4218 NE 2ND AVENUE MIAMI, FL 33137 |
X | X | Executive Chairman | |
| /s/ Ophir Sternberg | 08/06/2021 | |
| **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) | Represents a grant of 250,000 restricted stock units made, for financial reporting purposes, on December 16, 2020, under the issuer's 2020 Omnibus Equity Incentive Plan (the "Plan"). The legal grant date of the restricted stock units was July 13, 2021, the date that applicable grant award agreements were executed by the issuer and the Reporting Person. The restricted stock units shall vest and be settled in shares of common stock as follows: 20%, or 50,000 restricted stock units, vested on the grant date for financial reporting purposes and an additional 20%, or 50,000 restricted stock units, shall vest on January 1 of each of the ensuing four years beginning on January 1, 2022, subject to the Reporting Person remaining employed by the issuer on such dates and earlier vesting due to a change of control or certain termination or resignation events. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. |
| (3) | The Reporting Person, as manager and sole member of Lionheart Equities, LLC, has sole voting and dispositive control over the holdings. |
| (4) | Each Unit consists of one share of common stock and one warrant exercisable to purchase one share of common stock at an exercise price of $11.50 per share. |
| (5) | Represents a grant of 700,000 restricted stock units made, for financial reporting purposes, on December 16, 2020, under the Plan. The legal grant date of the restricted stock units was July 13, 2021, the date that applicable grant award agreements were executed by the issuer and the Reporting Person. The restricted stock units shall vest and be settled in shares of common stock as follows; provided, however, that 73% (511,000 shares) of the total restricted stock units will not be issued (deemed or otherwise) under the Plan until the aggregate number of shares reserved for awards under the Plan is increased consistent with Section 5.1 of the Plan: (i) 20%, or 140,000 of the full 700,000 restricted stock units or 37,800 of the 189,000 restricted stock units, shall vest if the issuer's revenue (the "Company Revenue") for fiscal year 2021, |
| (6) | (Continued from footnote 5) as calculated and presented in the issuer's audited financial statements included in the form 10-K report for the relevant year, is 10% or greater than $34,382,000 ("Base Year Revenue"); (ii) 20%, or 140,000 of the full 700,000 restricted stock units or 37,800 of the 189,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2022 is 20% or greater than the Base Year Revenue; (iii) 20%, or 140,000 of the full 700,000 restricted stock units or 37,800 of the 189,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2023 is 30% or greater than the Base Year Revenue, (iv) 20%, or 140,000 of the full 700,000 restricted stock units or 37,800 of the 189,000 restricted stock units, |
| (7) | (Continued from footnote 6) shall vest if the Company Revenue for fiscal year 2024 is 40% or greater than the Base Year Revenue and (v) 20%, or 140,000 of the full 700,000 restricted stock units or 37,800 of the 189,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2025 is 50% or greater than the Base Year Revenue, subject to earlier vesting due to a change of control or certain termination or resignation events. |