Sec Form 3 Filing - RABINOVITCH MICHAEL @ BurgerFi International, Inc. - 2021-05-03

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RABINOVITCH MICHAEL
2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc. [ BFI, BFIIW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP and CFO
(Last) (First) (Middle)
C/O BURGERFI INTERNATIONAL, INC., 105 U.S. HIGHWAY 1
3. Date of Earliest Transaction (MM/DD/YY)
05/03/2021
(Street)
NORTH PALM BEACH, FL33408
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 130,000 ( 1 ) D
Common Stock 100,000 ( 2 ) ( 3 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RABINOVITCH MICHAEL
C/O BURGERFI INTERNATIONAL, INC.
105 U.S. HIGHWAY 1
NORTH PALM BEACH, FL33408
SVP and CFO
Signatures
/s/ Michael Rabinovitch 05/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 26, 2021, the Reporting Person was granted 130,000 shares of restricted stock under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be issued in four annual installments of 25,000 shares, 30,000 shares, 35,000 shares and 40,000 shares beginning February 26, 2022, and such vesting is based forty percent on anniversary date and sixty percent on the achievement of certain key performance criteria, subject to the Reporting Person being an employee in good standing at the time of the vesting of each installment.
( 2 )On February 26, 2021, the Reporting Person was granted 100,000 shares of restricted stock under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be issued as follows: (i) 20,000 shares, if during 2021 the last reported closing price of issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $19.00 per share; (ii) 20,000 shares, if during 2022 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 $19.00 per share; (iii) 20,000 shares, if during 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 $22.00 per share;
( 3 )(Continued from footnote 2) and (iv) 40,000 shares, if during 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 $25.00 per share. The vesting of the restricted shares are subject to the Reporting Person being an employee in good standing at the time of the vesting of each installment. If the target closing price for each installment is not met during the applicable year, the number of shares subject to vesting during such year shall be cancelled.

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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