John Rosatti Revocable Trust's Form 4/A amendment
AmendedBurgerFi International, Inc. (BFI) · filed Mar 5, 2024
- Accession no.
- 0001493152-24-008913
- Filed
- Mar 5, 2024
- Trade date
- Jan 23-Mar 20, 2023
- Filing delay
- 407 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Mar 21, 2023
This filing lists 3 non-derivative transactions. It carries over 1 transaction from the original filing that it did not restate. Open-market sales total $12.4K. It was filed 407 days after the trade.
This amendment restates part of 0001493152-23-008365 (filed Mar 21, 2023). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| John Rosatti Revocable TrustCIK 0001859832 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 23, 2023 | Common Stock | JOtherAcquired | +200,000 | $10.33F1,F2 | +$2,066,000 | 4,028,396 | Indirect | |
| Mar 17, 2023 | Common Stock | SSaleDisposed | −5,000 | $1.25 | −$6,250 | 4,023,396 | Indirect | |
| Mar 20, 2023 | Common Stock | SSaleDisposed | −5,000 | $1.23 | −$6,150 | 4,018,396 | Indirect |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001493152-23-008365 (filed Mar 21, 2023).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 24, 2023 | Common Stock | JOtherAcquired | +849,056 | $0.00 | $0 | 4,028,396 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
Referenced by the price of 1 transaction in Table I.
- F2
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.
Referenced by the price of 1 transaction in Table I.
- F3
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").
- F4
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.
- F5
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.