Sec Form 4 Filing - CP7 Warming Bag, L.P. @ BurgerFi International, Inc. - 2022-11-03

Insider filing report for Changes in Beneficial Ownership
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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
CP7 Warming Bag, L.P.
2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc. [ BFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
599 WEST PUTNAM AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2022
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11/03/2022 J( 1 ) 3,076,031 D 0 I See Footnote( 2 )
Non-Convertible Series A Preferred Stock 11/03/2022 J( 1 ) 2,120,000 D 0 I See Footnote( 2 )
Common Stock 2,929,741 I See Footnote( 3 )
Non-Convertible Series A Preferred Stock 2,035,983 I See Footnote( 3 )
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
CP7 Warming Bag, L.P.
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X
Cardboard Box LLC
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X
CP7 Management, L.L.C.
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X
Dahnke Scott Arnold
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X
Chu James Michael
599 WEST PUTNAM AVENUE
GREENWICH, CT06830
X
Signatures
/s/ Matthew Leeds, for Cardboard Box LLC, By: Matthew Leeds, its Vice President 11/07/2022
Signature of Reporting Person Date
/s/ Scott A. Dahnke, for CP7 Warming Bag, L.P., By: CP7 Management, LLC, its general partner, By: Scott A. Dahnke, its managing member 11/07/2022
Signature of Reporting Person Date
/s/ Scott A. Dahnke, for CP7 Management, LLC, By: Scott A. Dahnke, its managing member 11/07/2022
Signature of Reporting Person Date
/s/ J. Michael Chu 11/07/2022
Signature of Reporting Person Date
/s/ Scott A. Dahnke 11/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 3, 2022, Cardboard Box LLC ("Cardboard Box") effected a distribution of all of the shares of Common Stock and Series A Preferred Stock of the Issuer to the members of Cardboard Box.
( 2 )Held directly by Cardboard Box. CP7 Warming Bag, L.P. ("CP7 Warming Bag") serves as the majority member of Cardboard Box. CP7 Management, LLC ("CP7 Management") is the general partner of CP7 Warming Bag, and Scott Dahnke and J. Michael Chu are managing members of CP7 Management. Each of the Reporting Persons disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
( 3 )Held directly by CP7 Warming Bag. Each of the Reporting Persons disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

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