SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Taub Andrew Craig

(Last)

(First)

(Middle)

C/O BURGERFI INTERNATIONAL, INC.

200 WEST CYPRESS CREEK ROAD, SUITE 220

(Street)

FORT LAUDERDALE

33309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BurgerFi International, Inc. [ BFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/02/2024		A⁽²⁾⁽³⁾⁽⁴⁾		163,044		⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	163,044	$0	163,044	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock.

2. On January 2, 2024, the Reporting Person received 163,044 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan pursuant to annual compensation paid for the Reporting Person's service on BurgerFi International, Inc.'s Board of Directors, which shall vest and be settled in shares of common stock on December 31, 2024, subject to the Reporting Person's continuous service as a director of BurgerFi International, Inc. until such time and earlier vesting due to a change of control. The Reporting Person may elect to receive the Reporting Person's total annual compensation paid in restricted stock units, cash or a combination of restricted stock units and cash at the option of the Reporting Person.

3. (Continued from Footnote 2) The 163,044 restricted stock units represents the Reporting Person's election to receive the total annual compensation in restricted stock units. The Reporting Person has entered into a Nominee and Indemnity Agreement, pursuant to which he has agreed that all equity awards granted to him for his service as director of BurgerFi International, Inc. are held, from the date of grant, for the benefit of Catterton Partners VII, L.P., Catterton Partners VII Offshore, L.P., and Catterton Partners VII Special Purpose, L.P. (collectively, "Fund"). Fund, together with Catterton Managing Partner VII, L.L.C. as the general partner of Fund, and CP7 Management, L.L.C., as the managing member of Catterton Managing Partner VII, L.L.C. (each of the foregoing, the "L Catterton Entities"), may be deemed to have shared beneficial ownership of the equity awards granted to and held by the Reporting Person.

4. (Continued from Footnote 3) Solely for purposes of Section 16 of the Securities Exchange Act of 1934, the L Catterton Entities may be deemed directors by deputization with respect to BurgerFi International, Inc. The Reporting Person disclaims any beneficial ownership of or pecuniary interest in the reported securities.

	/s/ Andrew Taub	01/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Taub Andrew Craig