Ophir Sternberg - Mar 21, 2023 Form 4 Insider Report for BurgerFi International, Inc. (BFI)

Role: Executive Chairman, Director, 10%+ Owner
Signature: /s/ Stefan Schnopp, Attorney in Fact for Ophir Sternberg
Stock symbol: BFI
Transactions as of: Mar 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/23/2023, 04:15 PM
Previous filing: May 11, 2023
Next filing: Dec 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BFI	Common Stock	Options Exercise		+140K	+10.25%		1.51M	Mar 21, 2023	Direct	F1, F2, F3, F4
holding	BFI	Common Stock						721K	Mar 21, 2023	Lionheart Equities, LLC	F5
holding	BFI	Common Stock underlying Units						150K	Mar 21, 2023	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	Restricted Stock Units	Options Exercise	$0	-140K	-21.21%	$0.00	520K	Mar 21, 2023	Common Stock	140K		Direct	F1, F2, F3, F4

* 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 700,000 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; 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 700,000 restricted stock units if the issuer's revenue (the "Company Revenue") for fiscal year 2021,
F2	(Continued from footnote 1) as calculated and presented in the issuer's audited financial statements included in the Form 10-K report for the relevant year, was 10% or greater than $34,382,000 ("Base Year Revenue"); (ii) 20%, or 140,000 of the 700,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2022 was 20% or greater than the Base Year Revenue; (iii) 20%, or 140,000 of the 700,000 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 700,000 restricted stock units,
F3	(Continued from footnote 2) 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 700,000 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. On March 21, 2023, 140,000 of the restricted stock units vested based on achievement of Company Revenue for fiscal year 2022 that was 20% or greater than the Base Year Revenue.
F4	Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock.
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.