0000899243-22-000636.txt : 20220104 0000899243-22-000636.hdr.sgml : 20220104 20220104210737 ACCESSION NUMBER: 0000899243-22-000636 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220104 DATE AS OF CHANGE: 20220104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sternberg Ophir CENTRAL INDEX KEY: 0001793414 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38417 FILM NUMBER: 22508656 MAIL ADDRESS: STREET 1: C/O OPES ACQUISITION CORP. STREET 2: JAVIER BARROS SIERRA 540, OF. 103 CITY: MEXICO CITY STATE: O5 ZIP: 01210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BurgerFi International, Inc. CENTRAL INDEX KEY: 0001723580 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 822418815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: INTERNATIONAL, INC. U.S. STREET 2: HIGHWAY 1 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: (305) 573-3900 MAIL ADDRESS: STREET 1: INTERNATIONAL, INC. U.S. STREET 2: HIGHWAY 1 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 FORMER COMPANY: FORMER CONFORMED NAME: Opes Acquisition Corp. DATE OF NAME CHANGE: 20171122 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-31 0 0001723580 BurgerFi International, Inc. BFI 0001793414 Sternberg Ophir 4218 NE 2ND AVENUE MIAMI FL 33137 1 1 0 0 Executive Chairman Common Stock 2022-01-01 4 M 0 50000 A 100000 D Common Stock 2022-01-03 4 P 0 28696 6.1943 A 128696 D Common Stock 2022-01-03 4 A 0 303956 0.00 A 432652 D Common Stock 2022-01-04 4 P 0 21304 6.0141 A 453956 D Common Stock 720725 I Lionheart Equities, LLC Common Stock underlying Units 150000 I Lionheart Equities, LLC Warrants (right to buy) 11.50 2021-12-31 4 P 0 88 0.67 A Common Stock 88 88 D Warrants (right to buy) 11.50 2022-01-03 4 P 0 50000 0.7941 A Common Stock 50000 50088 D Warrants (right to buy) 11.50 2022-01-04 4 P 0 9912 0.7457 A Common Stock 9912 60000 D Restricted Stock Units 2022-01-01 4 A 0 511000 0.00 A Common Stock 511000 900000 D Restricted Stock Units 2022-01-01 4 M 0 50000 0.00 D Common Stock 50000 850000 D The shares are part of a grant of 250,000 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. The restricted stock units shall vest and be settled in shares of common stock as follows: 20%, or 50,000 restricted stock units, vested on the grant date for financial reporting purposes, an additional 20%, or 50,000 restricted stock units, vested on January 1, 2022 and an additional 20%, or 50,000 restricted stock units, shall vest on January 1 of each of the ensuing three years through January 1, 2025 subject to the Reporting Person remaining employed by the issuer on such dates and earlier vesting due to a change of control or certain termination or resignation events. Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. The price reported in Column 4 is a weighted average price. These shares were purchased in 67 separate transactions with prices ranging from $6.15 to $6.22 for an average weighted purchase price of $6.194272. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were purchased in 111 separate transactions with prices ranging from $6.00 to $6.05 for an average weighted purchase price of $6.014073. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. The Reporting Person, as manager and sole member of Lionheart Equities, LLC, has sole voting and dispositive control over the holdings. 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. The warrants are currently exercisable provided that an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them continues to be available. The warrants are exercisable until the earlier to occur of (i) December 16, 2025 and (ii) the date that the issuer fixes for redemption in the event that the issuer elects to redeem all of the warrants subject to redemption pursuant to that certain Warrant Agreement dated March 13, 2018 by and between the issuer and Continental Stock Transfer & Trust Company. The price reported in Column 8 is a weighted average price. These warrants were purchased in 18 separate transactions with prices ranging from $0.75 to $0.80 for an average weighted purchase price of $0.794147. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of warrants purchased at each separate price within the range set forth in this footnote. The price reported in Column 8 is a weighted average price. These warrants were purchased in 17 separate transactions with prices ranging from $0.70 to $0.7799 for an average weighted purchase price of $0.745682. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of warrants purchased at each separate price within the range set forth in this footnote. Represents a grant of 700,000 restricted stock units made, for financial reporting purposes, on December 16, 2020, under 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 full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the issuer's revenue (the "Company Revenue") for fiscal year 2021, (Continued from footnote 11) as calculated and presented in the issuer's audited financial statements included in the Form 10-K report for the relevant year, is 10% or greater than $34,382,000 ("Base Year Revenue"); (ii)20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, shall vest if the Company Revenue for fiscal year 2022 is 20% or greater than the Base Year Revenue; (iii) 20%, or 140,000 of the full 700,000 restricted stock units or 102,200 of the 511,000 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 full 700,000 restricted stock units or 102,200 of the 511,000 restricted stock units, (Continued from footnote 12) 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 full 700,000 restricted stock units or 102,200 of the 511,000 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. EXHIBIT LIST: Exhibit 24 - Power of Attorney /s/ Ophir Sternberg 2022-01-04 EX-24 2 attachment1.htm EX-24 DOCUMENT
                                                                      Exhibit 24

                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

     Know all by these presents, that the undersigned hereby makes, constitutes
and appoints Stefan Schnopp as the undersigned's true and lawful attorney-in-
fact, with full power and authority as hereinafter described on behalf of and in
the name, place and stead of the undersigned to:

     (1)   prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the undersigned's securities
of BurgerFi International, Inc., a Delaware corporation (the "Company"), with
the United States Securities and Exchange Commission, any national securities
exchanges and the Company, as considered necessary or advisable under Section
16(a) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange Act");

     (2)   seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information;

     (3)   submit a Form ID, and any amendments thereto, to the SEC to apply for
filing codes that will allow insider reports to be filed electronically through
the EDGAR system, if such codes have not been obtained previously; and

     (4)   perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

     The undersigned acknowledges that:

     (1)   this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

     (2)   any documents prepared and/or executed by either such attorney-in-
fact on behalf of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information and disclosure as such attorney-in-
fact, in his or her discretion, deems necessary or desirable;

     (3)   neither the Company nor either of such attorneys-in-fact assumes (i)
any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

     (4)   this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

     The undersigned hereby gives and grants each of the foregoing attorneys-in-
fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such attorney-in-fact
of, for and on behalf of the undersigned, shall lawfully do or cause to be done
by virtue of this Limited Power of Attorney.

     This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to each such attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 5th day of January, 2022.


                                          /s/Ophir Sternberg
                                        ----------------------------------
                                        Ophir Sternberg