Sec Form 4/A Filing - RABINOVITCH MICHAEL @ BurgerFi International, Inc. - 2022-01-03

FORM 4/A 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] 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) 01/03/2022 (Street) NORTH PALM BEACH, FL33408 4. If Amendment, Date Original Filed (MM/DD/YY) 07/15/2021 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

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 Restricted Stock Units ( 1 ) 07/13/2021 A 100,000 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Common Stock 100,000 $ 0 230,000 D

Reporting Owners Reporting Owner Name / Address Relatio nships 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 01/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. ( 2 )July 13, 2021, the Reporting Person was granted 100,000 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) 20,000 restricted stock units shall vest, if during calendar year 2021 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 $19.00 per share; provided, however, that if the vesting condition is not achieved during calendar year 2021, such 20,000 restricted stock units shall roll over (the "Roll Over") to calendar year 2022 and shall vest, if during calendar year 2022 the last reported closing price of the issuer's common stock for any twenty (20) trading days within any consecutive thirty (30) trading day period is greater than or equal to $11.00 per share; (ii) 20,000 restricted stock units shall vest, if during calendar year 2022 the last reported closing price of ( 3 )(Continued from footnote 2) 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) 20,000 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 is greater than or equal to $13.00 per share; and (iv) 40,000 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 $15.00 per share, subject to earlier vesting due to a change of control or certain termination or resignation events; provided, that in no event shall the number of unearned restricted stock units that can vest in 2022 in connection with such termination events exceed 20,000 restricted stock units. ( 4 )(Continued from footnote 3) This amendment is being filed to report that the stock price benchmarks set forth in the Roll Over and in (ii) through (iv) were amended effective January 3, 2022 from $19.00 per share for the Roll Over and $19.00 per share, $22.00 per share and $25.00 per share, respectively, for (ii) through (iv), to $11.00 per share for the Roll Over and $11.00 per share, $13.00 per share and $15.00 per share, respectively, for (ii) through (iv).

Remarks: EXHIBIT LIST: Exhibit 24 - Power of Attorney

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).

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