Statement of Changes in Beneficial Ownership (4)
January 05 2022 - 3:21PM
Edgar (US Regulatory)
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
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3235-0287
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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
*
Schnopp Stefan Kurt |
2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc.
[
BFI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O BURGERFI INTERNATIONAL, INC., 105 US HIGHWAY 1 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2022 |
(Street)
NORTH PALM BEACH, FL 33408
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 | (1) | 1/3/2022 | | A | | 10000 | | (2) | (2) | Common Stock | 10000 | $0.00 | 10000 | D | |
Restricted Stock Units | (1) | 1/3/2022 | | A | | 35000 | | (3) | (3) | Common Stock | 35000 | $0.00 | 45000 | D | |
Restricted Stock Units | (1) | 1/3/2022 | | A | | 70000 | | (4)(5) | (4)(5) | Common Stock | 70000 | $0.00 | 115000 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. |
(2) | On January 3, 2022, the Reporting Person was granted 10,000 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be settled in shares of common stock in two annual installments of 5,000 restricted stock units each, beginning January 3, 2023, subject to earlier vesting due to a change of control or certain termination events. |
(3) | On January 3, 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 January 3, 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. |
(4) | On January 3, 2022, the Reporting Person was granted 70,000 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) 17,500 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; |
(5) | (Continued from footnote 4) (ii) 17,500 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 equals or exceeds $11.00 per share; (iii) 17,500 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)17,500 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. |
Remarks: Chief Legal Officer and Corporate Secretary |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Schnopp Stefan Kurt C/O BURGERFI INTERNATIONAL, INC. 105 US HIGHWAY 1 NORTH PALM BEACH, FL 33408 |
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| See Remarks |
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Signatures
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/s/ Stefan Kurt Schnopp | | 1/5/2022 |
**Signature of Reporting Person | Date |
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