Sec Form 4 Filing - Sternberg Ophir @ BurgerFi International, Inc. - 2021-12-31

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 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 Sternberg Ophir 2. Issuer Name and Ticker or Trading Symbol BurgerFi International, Inc. [ BFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 4218 NE 2ND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2021 (Street) MIAMI, FL33137 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 01/01/2022( 1 ) M 50,000 A 100,000 D Common Stock 01/03/2022 P 28,696 A $ 6.1943( 3 ) 128,696 D Common Stock 01/03/2022 A 303,956 A $ 0 432,652 D Common Stock 01/04/2022 P 21,304 A $ 6.0141( 4 ) 453,956 D Common Stock 720,725 I Lionheart Equities, LLC( 5 ) Common Stock underlying Units( 6 ) 150,000 I Lionheart Equities, LLC( 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 (MM/DD/YY) 3A. Deemed Execut ion 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 Warrants (right to buy) $ 11.5 12/31/2021 P 88 ( 7 ) ( 8 ) Common Stock 88 $ 0.67 88 D Warrants (right to buy) $ 11.5 01/03/2022 P 50,000 ( 7 ) ( 8 ) Common Stock 50,000 $ 0.7941( 9 ) 50,088 D Warrants (right to buy) $ 11.5 01/04/2022 P 9,912 ( 7 ) ( 8 ) Common Stock 9,912 $ 0.7457( 10 ) 60,000 D Restricted Stock Units ( 2 ) 01/01/2022 A 511,000 ( 11 )( 12 )( 13 ) ( 11 )( 12 )( 13 ) Common Stock 511,000 $ 0 900,000 D Restricted Stock Units ( 2 ) 01/01/2022( 1 ) M 50,000 ( 1 ) ( 1 ) Common Stock 50,000 $ 0 850,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sternberg Ophir 4218 NE 2ND AVENUE MIAMI, FL33137 X Executive Chairman Signatures /s/ Ophir Sternberg 01/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are part of a grant of 250,000 restricted stock units made, for financial reporting purposes, on December 16, 2020, under the issuer's 2020 Omnibus Equity Incentive Plan (the "Plan"). The legal grant date of the restricted stock units was July 13, 2021, the date that applicable grant award agreements were executed by the issuer and the Reporting Person. The restricted stock units shall vest and be settled in shares of common stock as follows: 20%, or 50,000 restricted stock units, vested on the grant date for financial reporting purposes, an additional 20%, or 50,000 restricted stock units, vested on January 1, 2022 and an additional 20%, or 50,000 restricted stock units, shall vest on January 1 of each of the ensuing three years through January 1, 2025 subject to the Reporting Person remaining employed by the issuer on such dates and earlier vesting due to a change of control or certain termination or resignation events. ( 2 )Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. ( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in 67 separate transactions with prices ranging from $6.15 to $6.22 for an average weighted purchase price of $6.194272. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. ( 4 )The price reported in Column 4 is a weighted average price. These shares were purchased in 111 separate transactions with prices ranging from $6.00 to $6.05 for an average weighted purchase price of $6.014073. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. ( 5 )The Reporting Person, as manager and sole member of Lionheart Equities, LLC, has sole voting and dispositive control over the holdings. ( 6 )Each Unit consists of one share of common stock and one warrant exercisable to purchase one share of common stock at an exercise price of $11.50 per share. ( 7 )The warrants are currently exercisable provided that an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them continues to be available. ( 8 )The warrants are exercisable until the earlier to occur of (i) December 16, 2025 and (ii) the date that the issuer fixes for redemption in the event that the issuer elects to redeem all of the warrants subject to redemption pursuant to that certain Warrant Agreement dated March 13, 2018 by and between the issuer and Continental Stock Transfer & Trust Company. ( 9 )The price reported in Column 8 is a weighted average price. These warrants were purchased in 18 separate transactions with prices ranging from $0.75 to $0.80 for an average weighted purchase price of $0.794147. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of warrants purchased at each separate price within the range set forth in this footnote. ( 10 )The price reported in Column 8 is a weighted average price. These warrants were purchased in 17 separate transactions with prices ranging from $0.70 to $0.7799 for an average weighted purchase price of $0.745682. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of warrants purchased at each separate price within the range set forth in this footnote. ( 11 )Represents a grant of 700,000 restricted stock units made, for financial reporting purposes, on December 16, 2020, under the Plan. The legal grant date of the restricted stock units was July 13, 2021, the date that applicable grant award agreements were executed by the issuer and the Reporting Person; provided, however, that 73% (511,000 shares) of the total restricted stock units were not issued (deemed or otherwise) under the Plan until the aggregate number of shares reserved for awards under the Plan was increased on January 1, 2022 consistent with Section 5.1 of the Plan. The restricted stock units shall vest and be settled in shares of common stock as follows: (i) 20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the issuer's revenue (the "Company Revenue") for fiscal year 2021, ( 12 )(Continued from footnote 11) as calculated and presented in the issuer's audited financial statements included in the Form 10-K report for the relevant year, is 10% or greater than $34,382,000 ("Base Year Revenue"); (ii)20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2022 is 20% or greater than the Base Year Revenue; (iii) 20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2023 is 30% or greater than the Base Year Revenue, (iv) 20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, ( 13 )(Continued from footnote 12) shall vest if the Company Revenue for fiscal year 2024 is 40% or greater than the Base Year Revenue and (v) 20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2025 is 50% or greater than the Base Year Revenue, subject to earlier vesting due to a change of control or certain termination or resignation events.

Remarks: EXHIBIT LIST: Exhibit 24 - Power of Attorney

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