0001140361-23-001042.txt : 20230109 0001140361-23-001042.hdr.sgml : 20230109 20230109160155 ACCESSION NUMBER: 0001140361-23-001042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230109 DATE AS OF CHANGE: 20230109 GROUP MEMBERS: JOHN ROSATTI GROUP MEMBERS: JOHN ROSATTI FAMILY TRUST SUBJECT COMPANY: 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: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90416 FILM NUMBER: 23518077 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHN ROSATTI REVOCABLE TRUST CENTRAL INDEX KEY: 0001859832 IRS NUMBER: 064343487 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 brhc10046209_sc13da.htm SC 13D/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 9)*

BurgerFi International, Inc.
(Name of Issuer)

Class A Common Stock, $.0001 par value
(Title of Class of Securities)

12122L01
(CUSIP Number)

The John Rosatti Family Trust dated August 27, 2001, as amended
101 US Highway 1
North Palm Beach, Florida 33408
(561) 650-7940
(Name, Address, and Telephone Number of Person Authorized
 to Receive Notices and Communications)

With a copy to:
Laura Anthony, Esq.
Anthony L.G., PLLC
625 N. Flagler Drive, Suite 600
West Palm Beach, FL 33401
(561) 514-0936

December 23, 2022
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 12122L101

1
NAMES OF REPORTING PERSONS
 
 
The John Rosatti Family Trust dated August 27, 2001, as amended
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐

(b)
☒
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 

 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Florida
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
3,214,340
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
3,214,340
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,214,340
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.4%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1 The percentage is based on 22,253,232 shares of common stock outstanding as of November 10, 2022 (according to the cover of the issuer's Quarterly Report on Form 10-Q for the quarter ended October 3, 2022, filed with the Securities and Exchange Commission on November 16, 2022).

CUSIP No.  12122L101

1
NAMES OF REPORTING PERSONS
 
 
John Rosatti
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐

(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 

 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
3,214,340
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
3,214,340
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,214,340
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.4%2
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

2 The percentage is based on 22,253,232 shares of common stock outstanding as of November 10, 2022 (according to the cover of the issuer's Quarterly Report on Form 10-Q for the quarter ended October 3, 2022, filed with the Securities and Exchange Commission on November 16, 2022).

CUSIP No.  12122L101

AMENDMENT NO. 9 TO SCHEDULE 13D

This Amendment No. 9 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D previously filed by The John Rosatti Family Trust dated August 27, 2001, as amended, (“The John Rosatti Family Trust”) and its sole trustee, John Rosatti (“Mr. Rosatti”) (collectively, the “Reporting Persons”) filed on April 29, 2021 (the “Original Statement”), as amended by Amendment No. 1 to Schedule 13D, filed on May 28, 2021, Amendment No. 2 filed on June 7, 2021, Amendment No. 3 filed on June 11, 2021, Amendment No. 4 filed on June 17, 2021, Amendment No. 5 filed on August 10, 2021, Amendment No. 6 filed on March 11, 2022, Amendment No. 7 filed on August 17, 2022, and Amendment No. 8 filed on October 11, 2022 (with the Original Statement, the “Statement”) as  relating to the common stock, par value $0.0001 per share (“Common Stock”), of BurgerFi International, Inc. (the “Company” or “Issuer”). The principal executive offices of the Issuer are located at 200 West Cypress Creek Rd., Suite 220, Fort Lauderdale, Florida 33309.

Except as specifically amended by this Amendment, items in the Statement  are unchanged. Capitalized terms used herein that are not defined have the meaning ascribed to them in the Original Statement.

Item 5.
Interest in Securities of the Issuer

Items 5(a) and (b) of the Statement are hereby amended and restated as follows:

(a)       The John Rosatti Family Trust dated August 27, 2001, as amended, beneficially owns 3,214,340 shares of the Issuer’s Common Stock, which represent approximately 14.4% of the outstanding shares of Common Stock. By reason of being the trustee  of The John Rosatti Family Trust dated August 27, 2001, as amended, Mr. Rosatti may be deemed to beneficially own 3,214,340 shares of Common Stock, which represent approximately 14.4% of the outstanding shares of Common Stock.

(b)       The John Rosatti Family Trust dated August 27, 2001, as amended, has the sole power to vote and sole power to dispose of 3,214,340 shares of the Issuer’s Common Stock, which represents approximately 14.4% of the outstanding shares of Common Stock. By reason of being the trustee of The John Rosatti Family Trust dated August 27, 2001, as amended, Mr. Rosatti may be deemed to have shared power to vote and dispose of 3,214,340 shares of Common Stock, which represents approximately 14.4% of the outstanding shares of Common Stock.

(c)         On dates specified below, The John Rosatti Family Trust sold Issuer’s Common Shares on the open market at the prices specified:

Date
Shares
Sold
  
Price
10/10/2022
5,000
  
$ 2.20
10/11/2022
5,000
  
$ 2.18
10/12/2022
5,000
  
$ 1.96
10/13/2022
5,000
  
$ 1.93
10/14/2022
5,000
  
$ 2.01
10/17/2022
5,000
  
$ 2.01
10/18/2022
5,000
  
$ 2.06
10/19/2022
5,000
  
$ 2.04
10/20/2022
5,000
  
$ 1.99
10/21/2022
5,000
  
$ 1.96
10/24/2022
5,000
  
$ 1.85
10/25/2022
5,000
  
$ 1.84
10/26/2022
5,000
  
$ 1.90
10/27/2022
5,000
  
$ 1.90
10/28/2022
5,000
  
$ 1.90
10/31/2022
5,000
  
$ 1.94
11/1/2022
5,000
  
$ 1.88
11/2/2022
5,000
  
$ 1.81
11/3/2022
5,000
  
$ 1.84
11/4/2022
5,000
  
$ 1.80
11/7/2022
5,000
  
$ 1.74
11/8/2022
5,000
  
$ 1.76
11/9/2022
5,000
  
$ 1.71
11/10/2022
5,000
  
$ 1.80
11/11/2022
5,000
  
$ 1.86
11/14/2022
5,000
  
$ 2.02
11/15/2022
5,000
  
$ 2.17
11/16/2022
5,000
  
$ 2.11
11/17/2022
5,000
  
$ 1.93
11/18/2022
5,000
  
$ 1.88
11/21/2022
5,000
  
$ 1.74
11/22/2022
5,000
  
$ 1.69
11/23/2022
5,000
  
$ 1.66
11/25/2022
5,000
  
$ 1.63
11/28/2022
5,000
  
$ 1.69
11/29/2022
5,000
  
$ 1.60
11/30/2022
5,000
  
$1.52
12/1/2022
5,000
  
$1.54
12/2/2022
5,000
  
$1.55
12/5/2022
5,000
  
$1.49
12/6/2022
5,000
  
$1.50
12192022
2,800
  
$1.45
12/20/2022
5,000
  
$1.42
12/21/2022
5,000
  
$1.44
12/22/2022
5,000
  
$1.36
12/23/2022
5,000
  
$1.31
12/27/2022
5,000
  
$1.33
12/28/2022
5,000
  
$1.33
12/29/2022
5,000
  
$1.29
12/30/2022
5,000
  
$1.26
01/03/2023  5,000
 $1.28
01/04/2023  5,000    $1.33
01/05/2023
  5,000    $1.37
01/06/2023
  5,000    $1.39
 
Total Shares Sold for
the period October 10, 2022 through January 6, 2023:
  
 
267,800.
    

CUSIP No.  12122L101

Signature

After reasonable inquiry and to the best of my knowledge and belief, the Reporting Persons hereby certifies that the information set forth in this Amendment No. 9 to Schedule 13D is true, complete, and correct.

Dated:  January 9, 2023
The John Rosatti Family Trust dated August 27, 2001, as amended




By:
/s/ John Rosatti

Name:  John Rosatti

Title:    Trustee




/s/ John Rosatti

John Rosatti