Ophir Sternberg - Dec 31, 2021 Form 4 Insider Report for BurgerFi International, Inc. (BFI)

Signature
/s/ Ophir Sternberg
Stock symbol
BFI
Transactions as of
Dec 31, 2021
Transactions value $
$353,031
Form type
4
Date filed
1/4/2022, 08:07 PM
Previous filing
Nov 3, 2021
Next filing
Apr 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFI Common Stock Options Exercise +50K +100% 100K Jan 1, 2022 Direct F1, F2
transaction BFI Common Stock Purchase $178K +28.7K +28.7% $6.19 129K Jan 3, 2022 Direct F3
transaction BFI Common Stock Award $0 +304K +236.18% $0.00 433K Jan 3, 2022 Direct
transaction BFI Common Stock Purchase $128K +21.3K +4.92% $6.01 454K Jan 4, 2022 Direct F4
holding BFI Common Stock 721K Dec 31, 2021 Lionheart Equities, LLC F5
holding BFI Common Stock underlying Units 150K Dec 31, 2021 Lionheart Equities, LLC F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BFI Warrants (right to buy) Purchase $59.00 +88 $0.67 88 Dec 31, 2021 Common Stock 88 $11.50 Direct F7, F8
transaction BFI Warrants (right to buy) Purchase $39.7K +50K +56818.18% $0.79 50.1K Jan 3, 2022 Common Stock 50K $11.50 Direct F7, F8, F9
transaction BFI Warrants (right to buy) Purchase $7.39K +9.91K +19.79% $0.75 60K Jan 4, 2022 Common Stock 9.91K $11.50 Direct F7, F8, F10
transaction BFI Restricted Stock Units Award $0 +511K +131.36% $0.00 900K Jan 1, 2022 Common Stock 511K Direct F2, F11, F12, F13
transaction BFI Restricted Stock Units Options Exercise $0 -50K -5.56% $0.00 850K Jan 1, 2022 Common Stock 50K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock.
F3 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.
F4 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.
F5 The Reporting Person, as manager and sole member of Lionheart Equities, LLC, has sole voting and dispositive control over the holdings.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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,
F12 (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,
F13 (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