John Rosatti Revocable Trust - Jan 23, 2023 Form 4/A Insider Report for BurgerFi International, Inc. (BFI)

Role
10%+ Owner
Signature
/s/ John Rosatti, Trustee
Stock symbol
BFI
Transactions as of
Jan 23, 2023
Transactions value $
$2,053,606
Form type
4/A
Date filed
3/5/2024, 07:51 PM
Date Of Original Report
Mar 21, 2023
Previous filing
Jan 20, 2023
Next filing
Jan 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BFI Common Stock Other $2.07M +200K +5.22% $10.33* 4.03M Jan 23, 2023 See F1, F2, F3, F4, F5
transaction BFI Common Stock Sale -$6.25K -5K -0.12% $1.25 4.02M Mar 17, 2023 See F5
transaction BFI Common Stock Sale -$6.15K -5K -0.12% $1.23 4.02M Mar 20, 2023 See F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares (the "Settlement Shares") were issued pursuant to a Settlement Agreement executed on January 11, 2023 between the Reporting Person and the Issuer to resolve claims stemming from the Membership Interest Purchase Agreement entered into among the Issuer, BurgerFi International, LLC ("BurgerFi LLC"), the members of BurgerFi LLC ("Members"), and BurgerFi Holdings, LLC ("BurgerFi Holdings") dated June 29, 2020, as amended on September 22, 2020 (the "MIPA") and the Registration Rights Agreement between the Issuer and the Members dated December 16, 2020.
F2 The price was determined based on the prorated aggregate value attributable to the Settlement Shares and the shares of the Issuer's Common Stock issued upon closing of the transaction provided for in the MIPA.
F3 Amount amended to include 849,056 shares of Common Stock (the "Escrow Shares") released from escrow pursuant to the Share Escrow Agreement entered into among the Issuer, BurgerFi Holdings and Continental Stock Transfer & Trust Company dated December 16, 2020 (the "Escrow Agreement").
F4 This amount was incorrectly reported as the "Amount of Securities Beneficially Owned Following Reported Transactions" on each of the reporting person's original Form 4s filed during the period from May 27, 2021 through March 16, 2023 which are hereby deemed amended. Such amounts should have been increased by the 849,056 Escrow Shares as disclosed in the Form 3/A filed with the SEC by the Reporting Person on January 8, 2024 (the "Form 3/A"). Additionally, the Form 4 filed on 3/21/2023 is hereby amended to delete the disclosure related to the acquisition of 849,056 Escrow Shares on 1/24/2023 as those shares are reflected in the Form 3/A.
F5 This Form 4/A has been filed by The John Rosatti Family Trust dated August 27, 2001, as amended ("The John Rosatti Family Trust"). Mr. Rosatti is the trustee of The John Rosatti Family Trust, and, in such capacity, exercises voting and investment power over any securities held for the account of The John Rosatti Family Trust.