Karl Goodhew - Aug 30, 2021 Form 3/A - Amendment Insider Report for BurgerFi International, Inc. (BFI)

Signature
/s/ Karl Goodhew
Stock symbol
BFI
Transactions as of
Aug 30, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
1/5/2022, 03:35 PM
Date Of Original Report
Sep 9, 2021
Next filing
Jan 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BFI Common Stock, par value $0.0001 per share 0 Aug 30, 2021 Direct

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
holding BFI Restricted Stock Units Aug 30, 2021 Common stock 35K Direct F1, F2
holding BFI Restricted Stock Units Aug 30, 2021 Common stock 60K Direct F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 20, 2021, the Reporting Person was granted 35,000 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be settled in shares of common stock in four annual installments of 8,750 restricted stock units each, beginning April 29, 2022, subject to the Reporting Person's achievement of certain key performance criteria and earlier vesting due to a change of control or certain termination events. This amendment is being filed to report this grant, which was inadvertently omitted from the reporting person's Form 3 filed on September 9, 2021.
F2 Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock.
F3 On August 20, 2021, the Reporting Person was granted 60,000 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) 15,000 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 15,000 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;
F4 (Continued from footnote 3) (ii) 15,000 restricted stock units shall vest, if during calendar year 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 $11.00 per share; (iii) 15,000 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) 15,000 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 events;
F5 (Continued from footnote 4) 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 15,000 restricted stock units. This amendment is also being filed to report this grant, which was inadvertently omitted from the reporting person's Form 3 filed on September 9, 2021. The stock price benchmarks set forth in the Roll Over and in (ii) through (iv) became effective on January 3, 2022. Prior to such date, the benchmark for the Roll Over was $19.00 per share and the benchmarks for (ii) through (iv) were $19.00 per share, $22.00 per share and $25.00 per share, respectively.

Remarks:

EXHIBIT LIST: Exhibit 24 - Power of Attorney