Filing Details
- Accession Number:
- 0001493152-24-008913
- Form Type:
- 4/A
- Zero Holdings:
- No
- Publication Time:
- 2024-03-05 19:51:04
- Reporting Period:
- 2023-01-23
- Accepted Time:
- 2024-03-05 19:51:04
- Original Submission Date:
- 2023-03-21
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1723580 | Burgerfi International Inc. | BFI | Retail-Eating Places (5812) | 822418815 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1859832 | Trust Revocable Rosatti John | 105 Us Highway 1 North Palm Beach FL 33408 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2023-01-23 | 200,000 | $10.33 | 4,028,396 | No | 4 | J | Indirect | See |
| Common Stock | Disposition | 2023-03-17 | 5,000 | $1.25 | 4,023,396 | No | 4 | S | Indirect | See |
| Common Stock | Disposition | 2023-03-20 | 5,000 | $1.23 | 4,018,396 | No | 4 | S | Indirect | See |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | J | Indirect | See |
| No | 4 | S | Indirect | See |
| No | 4 | S | Indirect | See |
Footnotes
- 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.
- 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.
- 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").
- 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.
- 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.
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