SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

Iannucci John

(Last)

(First)

(Middle)

C/O BURGERFI INTERNATIONAL, INC.

200 WEST CYPRESS CREEK ROAD, SUITE 220

(Street)

FORT LAUDERDALE

33309

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

5. If Amendment, Date of 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

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	10,000	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common stock	35,000	⁽²⁾	D
Restricted Stock Units	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common stock	80,000⁽⁵⁾	⁽²⁾	D

Explanation of Responses:

1. On June 22, 2022, 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 June 22, 2023, 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.

2. Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock.

3. On June 22, 2022, 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 2022 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 $11.00 per share;

4. (Continued from Footnote 3) (ii) 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 $11.00 per share; (iii) 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 $13.00 per share; and (iv) 15,000 restricted stock units shall vest, if during calendar year 2025 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 $15.00 per share, subject to earlier vesting due to a change of control or certain termination events.

5. Reflects forfeiture of 15,000 restricted stock units granted to the Reporting Person on June 22, 2022 due to the condition with respect to calendar year 2022 applicable to such restricted stock units not being satisfied.

Remarks:

EXHIBIT LIST: Exhibit 24 - Power of Attorney

	/s/ Stefan Schnopp, Attorney-in-Fact for John Iannucci	05/15/2023
	** 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 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).
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 Number.