FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Goodhew Karl
  2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc. [BFI]
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 (Month/Day/Year)
04/29/2022
(Street)

FORT LAUDERDALE, FL 33309
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/29/2022(1)   M   4,375 A (2) 42,937 D  
Common Stock 04/29/2022   F   1,585 (3) D $ 3.75 41,352 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 04/29/2022(1)   M     4,375   (1)   (1) Common Stock 4,375 $ 0 26,250 (1) D  

Reporting Owners

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
      Chief Technology Officer  

Signatures

 /s/ Stefan Schnopp, as Attorney-in-Fact for Karl Goodhew   05/03/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 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 April 13, 2022, 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 first installment, effective April 29, 2022, based on the extent of achievement of the Reporting Person's key performance criteria. The remainder of the first installment was forfeited effective April 29, 2022.
(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.
 
Remarks:
EXHIBIT LIST: Exhibit 24 - Power of Attorney

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