0000899243-22-000904.txt : 20220105 0000899243-22-000904.hdr.sgml : 20220105 20220105163530 ACCESSION NUMBER: 0000899243-22-000904 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210830 FILED AS OF DATE: 20220105 DATE AS OF CHANGE: 20220105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goodhew Karl CENTRAL INDEX KEY: 0001881665 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38417 FILM NUMBER: 22511663 MAIL ADDRESS: STREET 1: 105 U.S. HIGHWAY 1 STREET 2: NORTH PALM BEACH 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] 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 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2021-08-30 2021-09-09 0 0001723580 BurgerFi International, Inc. BFI 0001881665 Goodhew Karl C/O BURGERFI INTERNATIONAL, INC. 105 US HIGHWAY 1 NORTH PALM BEACH FL 33408 0 1 0 0 Chief Technology Officer Common Stock, par value $0.0001 per share 0 D Restricted Stock Units Common stock 35000 D Restricted Stock Units Common stock 60000 D On August 20, 2021, the Reporting Person was granted 35,000 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be settled in shares of common stock in four annual installments of 8,750 restricted stock units each, beginning April 29, 2022, subject to the Reporting Person's achievement of certain key performance criteria and earlier vesting due to a change of control or certain termination events. This amendment is being filed to report this grant, which was inadvertently omitted from the reporting person's Form 3 filed on September 9, 2021. Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock. On August 20, 2021, the Reporting Person was granted 60,000 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest and be settled in shares of common stock as follows: (i) 15,000 restricted stock units shall vest, if during calendar year 2021 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $19.00 per share; provided, however, that if the vesting condition is not achieved during calendar year 2021, such 15,000 restricted stock units shall roll over (the "Roll Over") to calendar year 2022 and shall vest, if during calendar year 2022 the last reported closing price of the issuer's common stock for any twenty (20) trading days within any consecutive thirty (30) trading day period is greater than or equal to $11.00 per share; (Continued from footnote 3) (ii) 15,000 restricted stock units shall vest, if during calendar year 2022 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period equals or exceeds $11.00 per share; (iii) 15,000 restricted stock units shall vest, if during calendar year 2023 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $13.00 per share; and (iv) 15,000 restricted stock units shall vest, if during calendar year 2024 the last reported closing price of the issuer's common stock for any twenty trading days within any consecutive thirty trading day period is greater than or equal to $15.00 per share, subject to earlier vesting due to a change of control or certain termination events; (Continued from footnote 4) provided, that in no event shall the number of unearned restricted stock units that can vest in 2022 in connection with such termination events exceed 15,000 restricted stock units. This amendment is also being filed to report this grant, which was inadvertently omitted from the reporting person's Form 3 filed on September 9, 2021. The stock price benchmarks set forth in the Roll Over and in (ii) through (iv) became effective on January 3, 2022. Prior to such date, the benchmark for the Roll Over was $19.00 per share and the benchmarks for (ii) through (iv) were $19.00 per share, $22.00 per share and $25.00 per share, respectively. EXHIBIT LIST: Exhibit 24 - Power of Attorney /s/ Karl Goodhew 2022-01-05 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 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/Karl Goodhew
                                        ----------------------------------
                                        Karl Goodhew