Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
n/a
)*
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
33208
Phone : 561-650-7940
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 16, 2020
(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.
o
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).
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
The John Rosatti Family Trust dated August 27, 2001, as amended | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
SC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Florida | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
5,004,340 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
5,004,340 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
5,004,340 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
28.074%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
OO | |||||
The percentage is based on 17,825,507 shares of Common Stock outstanding on March 9, 2021, as provided by the Issuer's Transfer Agent.
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
John Rosatti | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
SC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States of America | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
5,004,340 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
5,004,340 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
5,004,340 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
28.074%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
The percentage is based on 17,825,507 shares of Common Stock outstanding on March 9, 2021, as provided by the Issuer’s Transfer Agent.
Item 1. | Security and Issuer |
This Schedule 13D relates to the shares of Common Stock, $.0001 par value per share (“Common Stock”), of BurgerFi International, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 105 US Highway 1, North Palm Beach, Florida 33308. |
Item 2. | Identity and Background |
(a) | This Schedule 13D is being filed by The John Rosatti Family Trust dated August 27, 2001, as amended, and its sole trustee, John Rosatti (collectively, the “Reporting Persons”). |
(b) | The business address of The John Rosatti Family Trust dated August 27, 2001, as amended, is 100 US Highway 1, North Palm Beach, Florida 33308. |
(c) | The John Rosatti Family Trust dated August 27, 2001, as amended is a Florida revocable trust. John Rosatti is the sole trustee of The John Rosatti Family Trust dated August 27, 2001, as amended. |
(d) | During the last five years, Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | During the last five years Reporting Persons were not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
(f) | The John Rosatti Family Trust dated August 27, 2001, as amended is organized under the laws of the State of Florida. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
The Reporting Person received 5,004,340 shares (the “Shares”) of Common Stock in connection business combination (the “Business Combination”) with BurgerFi International, LLC, a Delaware limited liability company (“BurgerFi LLC”), the members of BurgerFi LLC (the “Members”), and BurgerFi Holdings, LLC, a Delaware limited liability company (“BurgerFi Holdings”), pursuant to that certain membership interest purchase agreement of June 29, 2020, as amended on September 22, 2020 (the “Acquisition Agreement”) among OPES, BurgerFi LLC the Members and BurgerFi Holdings. Pursuant to the Acquisition Agreement OPES purchased 100% of the membership interests of BurgerFi LLC from the Members resulting in BurgerFi LLC becoming a wholly owned subsidiary of OPES. The Acquisition Agreement was filed with the Securities and Exchange Commission on June 30, 2020 on a Current Report on Form 8-K, and the Amendment to the Acquisition Agreement was as filed with the Securities and Exchange Commission on June 30, 2020 on a Current Report on Form 8-K was filed with the Securities and Exchange Commission on October 1, 2020 on a Current Report on Form 8-K. The transactions contemplated by the Acquisition Agreement closed on December 16, 2020. |
Item 4. |
Purpose
of Transaction
|
The Reporting Persons received the Shares in connection with the Business Combination described in Item 3 above.
Subject to on-going evaluation, except as set forth above, Reporting Persons have no current plans or proposals which relate to or would result in any of the following: |
(a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
(b) | An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; |
(c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
(d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
(e) | Any material change in the present capitalization or dividend policy of the Issuer; |
(f) | Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; |
(g) | Changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; |
(h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
(i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or |
(j) | Any action similar to any of those enumerated above. |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The John Rosatti Family Trust dated August 27, 2001, as amended, beneficially owns 5,004,340 shares of Common Stock, which represent approximately 28.074% 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, John Rosatti may be deemed to beneficially own 5,004,340 shares of Common Stock, which represent approximately 28.074% 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 5,004,340 shares of Common Stock, which represent approximately 28.074% 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, John Rosatti may be deemed to have shared power to vote and dispose of 5,004,340 shares of Common Stock, which represent approximately 28.074% of the outstanding shares of Common Stock. |
(c) | No transactions in the Issuer’s capital stock were effected during the past 60 days by the Reporting Person except as set forth in Item 3 above. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Reference is made to the Business Combination described in Item 3 above. |
Item 7. |
Material
to Be Filed as Exhibits
|
The Acquisition Agreement is hereby incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed on June 30, 2020.
The Amendment to the Acquisition Agreement is hereby incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed on October 1, 2020. |
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
The John Rosatti Family Trust dated August 27, 2001, as amended | |||
April 28, 2021 | By: |
/s/
John Rosatti | |
Trustee | |||
April 28, 2021 | By: |
/s/
John Rosatti | |
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)