Zavolta Michelle converted options into 31,667 shares and covered exercise/tax liability with 9,391 shares, increasing direct ownership by 332% to 28,985 units (SEC Form 4)
$BFI
Restaurants
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc. [ BFI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 05/09/2024(1) | M | 31,667 | A | $0 | 38,376 | D | |||
| Common Stock | 05/09/2024 | F | 9,391(2) | D | $0.407 | 28,985 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (1)(3) | 05/09/2024(1) | A | 31,667 | (1) | (1) | Common Stock | 31,667 | $0 | 31,667 | D | ||||
| Restricted Stock Units | (1) | 05/09/2024(1) | M | 31,667 | (1) | (1) | Common Stock | 31,667 | $0 | 0 | D | ||||
| Restricted Stock Units | (3)(4) | 05/09/2024(4) | A | 63,333 | (4) | (4) | Common Stock | 63,333 | $0 | 63,333 | D | ||||
| Explanation of Responses: |
| 1. On May 9, 2024, the Reporting Person was granted 31,667 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which vested in full on the grant date in recognition of services previously rendered to the issuer by the Reporting Person as Chief People Officer for the fiscal year ended January 1, 2024. |
| 2. Shares disposed of represent shares withheld by the issuer to pay taxes due upon vesting of restricted stock units. |
| 3. Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. |
| 4. On May 9, 2024, the Reporting Person was granted 63,333 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest in two annual installments each equal to 50% of the aggregate 63,333 restricted stock units granted, beginning March 29, 2025, subject to achievement of certain key performance criteria, the Reporting Person remaining continuously employed by the issuer at the time of vesting and early vesting or forfeiture due to a change of control or certain termination events. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Christopher Jones as Attorney-in-Fact for Michelle Zavolta | 05/13/2024 | |
| ** 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). | ||
| 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. | ||