0001493152-24-008913.txt : 20240305 0001493152-24-008913.hdr.sgml : 20240305 20240305195104 ACCESSION NUMBER: 0001493152-24-008913 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230123 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHN ROSATTI REVOCABLE TRUST CENTRAL INDEX KEY: 0001859832 ORGANIZATION NAME: STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38417 FILM NUMBER: 24723715 BUSINESS ADDRESS: STREET 1: U/A DTD 08/27/2001- CUSTODY STREET 2: 101 US HIGHWAY 1 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 561-650-7940 MAIL ADDRESS: STREET 1: U/A DTD 08/27/2001- CUSTODY STREET 2: 101 US HIGHWAY 1 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BurgerFi International, Inc. CENTRAL INDEX KEY: 0001723580 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 822418815 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 BUSINESS ADDRESS: STREET 1: 200 WEST CYPRESS CREEK ROAD STREET 2: SUITE 220 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: (954) 618-2000 MAIL ADDRESS: STREET 1: 200 WEST CYPRESS CREEK ROAD STREET 2: SUITE 220 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: Opes Acquisition Corp. DATE OF NAME CHANGE: 20171122 4/A 1 ownership.xml X0508 4/A 2023-01-23 2023-03-21 0 0001723580 BurgerFi International, Inc. BFI 0001859832 JOHN ROSATTI REVOCABLE TRUST 105 US HIGHWAY 1 NORTH PALM BEACH FL 33408 0 0 1 0 0 Common Stock 2023-01-23 4 J 0 200000 10.33 A 4028396 I See Common Stock 2023-03-17 4 S 0 5000 1.2493 D 4023396 I See Common Stock 2023-03-20 4 S 0 5000 1.2296 D 4018396 I See 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. /s/ John Rosatti, Trustee 2024-03-05