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*
Zavolta Michelle
(Last) (First) (Middle)
C/O BURGERFI INTERNATIONAL, INC.
200 WEST CYPRESS CREEK ROAD, SUITE 220
(Street)
FORT LAUDERDALE FL 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief People Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2024
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)
Code V Amount (A) or (D) Price
Common Stock 05/09/2024(1) M 31,667 A $0 38,376 D
Common Stock 05/09/2024 F 9,391(2) D $0.407 28,985 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1)(3) 05/09/2024(1) A 31,667 (1) (1) Common Stock 31,667 $0 31,667 D
Restricted Stock Units (1) 05/09/2024(1) M 31,667 (1) (1) Common Stock 31,667 $0 0 D
Restricted Stock Units (3)(4) 05/09/2024(4) A 63,333 (4) (4) Common Stock 63,333 $0 63,333 D
Explanation of Responses:
1. On May 9, 2024, the Reporting Person was granted 31,667 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which vested in full on the grant date in recognition of services previously rendered to the issuer by the Reporting Person as Chief People Officer for the fiscal year ended January 1, 2024.
2. Shares disposed of represent shares withheld by the issuer to pay taxes due upon vesting of restricted stock units.
3. Each restricted stock unit represents a contingent right to receive one share of BurgerFi International, Inc. common stock.
4. On May 9, 2024, the Reporting Person was granted 63,333 restricted stock units under the issuer's 2020 Omnibus Equity Incentive Plan, which shall vest in two annual installments each equal to 50% of the aggregate 63,333 restricted stock units granted, beginning March 29, 2025, subject to achievement of certain key performance criteria, the Reporting Person remaining continuously employed by the issuer at the time of vesting and early vesting or forfeiture due to a change of control or certain termination events.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Christopher Jones as Attorney-in-Fact for Michelle Zavolta 05/13/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, cons�tutes and appoints Christopher Jones as the undersigned's true and lawful atorney-in- fact, with full power and authority as hereina�er 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 securi�es of BurgerFi Interna�onal, Inc., a Delaware corpora�on (the "Company"), with the United States Securi�es and Exchange Commission, any na�onal securi�es exchanges and the Company, as considered necessary or advisable under Sec�on 16(a) of the Securi�es Exchange Act of 1934 and the rules and regula�ons promulgated thereunder, as amended from �me to �me (the "Exchange Act"); (2) seek or obtain, as the undersigned's representa�ve and on the undersigned's behalf, informa�on on transac�ons in the Company's securi�es from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such informa�on to the undersigned and approves and ra�fies any such release of informa�on; (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 discre�on of such atorney-in-fact are necessary or desirable for and on behalf of the undersigned in connec�on with the foregoing. The undersigned acknowledges that: (1) this Power of Atorney authorizes, but does not require, each such atorney-in-fact to act in their discre�on on informa�on provided to such atorney-in-fact without independent verifica�on of such informa�on; (2) any documents prepared and/or executed by either such atorney-in-fact on behalf of the undersigned pursuant to this Power of Atorney will be in such form and will contain such informa�on and disclosure as such atorney-in-fact, in his or her discre�on, deems necessary or desirable; (3) neither the Company nor either of such atorneys-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 obliga�on or liability of the undersigned or profit disgorgement under Sec�on 16(b) of the Exchange Act; and (4) this Power of Atorney does not relieve the undersigned from responsibility for compliance with the undersigned's obliga�ons under the Exchange Act, including without limita�on the repor�ng requirements under Sec�on 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing atorneys-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 maters as fully to all intents and purposes as the undersigned might or could do if present, hereby ra�fying all that each such atorney-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 Atorney.

 
This Power of Atorney shall remain in full force and effect un�l revoked by the undersigned in a signed wri�ng delivered to each such atorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Atorney to be executed as of this 10th day of May, 2024. /s/ Michelle Zavolta ---------------------------------- Michelle Zavolta

 
Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, cons�tutes and appoints Christopher Jones as the undersigned's true and lawful atorney-in- fact, with full power and authority as hereina�er 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 securi�es of BurgerFi Interna�onal, Inc., a Delaware corpora�on (the "Company"), with the United States Securi�es and Exchange Commission, any na�onal securi�es exchanges and the Company, as considered necessary or advisable under Sec�on 16(a) of the Securi�es Exchange Act of 1934 and the rules and regula�ons promulgated thereunder, as amended from �me to �me (the "Exchange Act"); (2) seek or obtain, as the undersigned's representa�ve and on the undersigned's behalf, informa�on on transac�ons in the Company's securi�es from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such informa�on to the undersigned and approves and ra�fies any such release of informa�on; (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 discre�on of such atorney-in-fact are necessary or desirable for and on behalf of the undersigned in connec�on with the foregoing. The undersigned acknowledges that: (1) this Power of Atorney authorizes, but does not require, each such atorney-in-fact to act in their discre�on on informa�on provided to such atorney-in-fact without independent verifica�on of such informa�on; (2) any documents prepared and/or executed by either such atorney-in-fact on behalf of the undersigned pursuant to this Power of Atorney will be in such form and will contain such informa�on and disclosure as such atorney-in-fact, in his or her discre�on, deems necessary or desirable; (3) neither the Company nor either of such atorneys-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 obliga�on or liability of the undersigned or profit disgorgement under Sec�on 16(b) of the Exchange Act; and (4) this Power of Atorney does not relieve the undersigned from responsibility for compliance with the undersigned's obliga�ons under the Exchange Act, including without limita�on the repor�ng requirements under Sec�on 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing atorneys-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 maters as fully to all intents and purposes as the undersigned might or could do if present, hereby ra�fying all that each such atorney-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 Atorney.

 
This Power of Atorney shall remain in full force and effect un�l revoked by the undersigned in a signed wri�ng delivered to each such atorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Atorney to be executed as of this 10th day of May, 2024. /s/ Michelle Zavolta ---------------------------------- Michelle Zavolta

 
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