SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
JOHN ROSATTI REVOCABLE TRUST
(Last) (First) (Middle)
105 US HIGHWAY 1
(Street)
NORTH PALM BEACH FL 33408
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc. [ BFI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/21/2023 		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 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 01/23/2023 J(1) 200,000 A $10.33(1)(2) 4,028,396(3)(4) I See(5)
Common Stock 03/17/2023 S 5,000 D $1.2493 4,023,396 I See(5)
Common Stock 03/20/2023 S 5,000 D $1.2296 4,018,396 I See(5)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. These shares (the "Settlement Shares") were issued pursuant to a Settlement Agreement executed on January 11, 2023 between the Reporting Person and the Issuer to resolve claims stemming from the Membership Interest Purchase Agreement entered into among the Issuer, BurgerFi International, LLC ("BurgerFi LLC"), the members of BurgerFi LLC ("Members"), and BurgerFi Holdings, LLC ("BurgerFi Holdings") dated June 29, 2020, as amended on September 22, 2020 (the "MIPA") and the Registration Rights Agreement between the Issuer and the Members dated December 16, 2020.
2. The price was determined based on the prorated aggregate value attributable to the Settlement Shares and the shares of the Issuer's Common Stock issued upon closing of the transaction provided for in the MIPA.
3. Amount amended to include 849,056 shares of Common Stock (the "Escrow Shares") released from escrow pursuant to the Share Escrow Agreement entered into among the Issuer, BurgerFi Holdings and Continental Stock Transfer & Trust Company dated December 16, 2020 (the "Escrow Agreement").
4. This amount was incorrectly reported as the "Amount of Securities Beneficially Owned Following Reported Transactions" on each of the reporting person's original Form 4s filed during the period from May 27, 2021 through March 16, 2023 which are hereby deemed amended. Such amounts should have been increased by the 849,056 Escrow Shares as disclosed in the Form 3/A filed with the SEC by the Reporting Person on January 8, 2024 (the "Form 3/A"). Additionally, the Form 4 filed on 3/21/2023 is hereby amended to delete the disclosure related to the acquisition of 849,056 Escrow Shares on 1/24/2023 as those shares are reflected in the Form 3/A.
5. This Form 4/A has been filed by The John Rosatti Family Trust dated August 27, 2001, as amended ("The John Rosatti Family Trust"). Mr. Rosatti is the trustee of The John Rosatti Family Trust, and, in such capacity, exercises voting and investment power over any securities held for the account of The John Rosatti Family Trust.
/s/ John Rosatti, Trustee 03/05/2024
** 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 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).

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