Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) Equity Grants to Executive Officers

Effective January 3, 2022, the Board of Directors (the "Board") of BurgerFi, International, Inc. (the "Company") approved grants under the Company's 2020 Omnibus Equity Incentive Plan (as amended from time to time, the "Plan"), to each of Ophir Sternberg, the Company's Executive Chairman, and Michael Rabinovitch, the Company's Chief Financial Officer, pursuant to the terms of their respective grant agreements, as follows: Mr. Sternberg was granted 303,956 unrestricted shares of common stock of the Company pursuant to a grant agreement which is attached as Exhibit 10.1 hereto and is incorporated by reference and Mr. Rabinovitch was granted 174,613 unrestricted shares of common stock of the Company pursuant to a grant agreement which is attached as Exhibit 10.2 hereto and is incorporated by reference.

Amendment and Restatement of Equity Grant to Executive Officer

As previously disclosed by the Company, on July 13, 2021, Mr. Rabinovitch was granted 100,000 restricted stock units ("RSUs") under the Plan, which shall vest in four annual installments of 20,000, 20,000, 20,000 and 40,000 RSUs, subject to the Company's per share stock price achieving certain price thresholds for a period of time, as set forth in the related grant agreement. Effective January 3, 2022, the Board approved of an amendment and restatement of such grant agreement to revise certain of such price thresholds from $19.00 per share, $19.00 per share, $22.00 per share and $25.00 per share to $11.00 per share, $11.00 per share, $13.00 per share and $15.00 per share, respectively, as more fully set forth in the amended and restated grant agreement which is attached as Exhibit 10.3 hereto and is incorporated by reference.


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The foregoing descriptions of the grant agreements are intended only as summaries and are qualified in their entirety by reference to the actual terms of the respective grant agreements attached to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit
  No.                                    Description

10.1+        Unrestricted Stock Award Agreement between Ophir Sternberg and
           BurgerFi International Inc., dated January 3, 2022.

10.2+        Unrestricted Stock Award Agreement between Michael Rabinovitch and
           BurgerFi International Inc., dated January 3, 2022.

10.3+        Amended and Restated Restricted Stock Unit Award Agreement between
           Michael Rabinovitch and BurgerFi International Inc., dated January 3,
           2022.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

+ Indicates a management contract or a compensatory plan or agreement.






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