0001104659-19-073276.txt : 20191217
0001104659-19-073276.hdr.sgml : 20191217
20191217105558
ACCESSION NUMBER: 0001104659-19-073276
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191216
FILED AS OF DATE: 20191217
DATE AS OF CHANGE: 20191217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Vintage Capital Management LLC
CENTRAL INDEX KEY: 0001511498
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35588
FILM NUMBER: 191288806
BUSINESS ADDRESS:
STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210
CITY: ORLANDO
STATE: FL
ZIP: 32819
BUSINESS PHONE: 407-909-8015
MAIL ADDRESS:
STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210
CITY: ORLANDO
STATE: FL
ZIP: 32819
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAHN CAPITAL MANAGEMENT LLC
CENTRAL INDEX KEY: 0001099408
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35588
FILM NUMBER: 191288807
BUSINESS ADDRESS:
STREET 1: 4705 S. APOPKA VINELAND ROAD
STREET 2: SUITE 210
CITY: ORLANDO
STATE: FL
ZIP: 32819
BUSINESS PHONE: (407) 876-0279
MAIL ADDRESS:
STREET 1: 4705 S. APOPKA VINELAND ROAD
STREET 2: SUITE 210
CITY: ORLANDO
STATE: FL
ZIP: 32819
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAHN BRIAN RANDALL
CENTRAL INDEX KEY: 0001455976
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35588
FILM NUMBER: 191288808
MAIL ADDRESS:
STREET 1: 5506 WORSHAM COURT
CITY: WINDERMERE
STATE: FL
ZIP: 34786
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Franchise Group, Inc.
CENTRAL INDEX KEY: 0001528930
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 273561876
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1228
BUSINESS ADDRESS:
STREET 1: 1716 CORPORATE LANDING PARKWAY
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23454
BUSINESS PHONE: 757-493-8855
MAIL ADDRESS:
STREET 1: 1716 CORPORATE LANDING PARKWAY
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23454
FORMER COMPANY:
FORMER CONFORMED NAME: Liberty Tax, Inc.
DATE OF NAME CHANGE: 20140714
FORMER COMPANY:
FORMER CONFORMED NAME: JTH Holding, Inc.
DATE OF NAME CHANGE: 20110830
4
1
tm1926401-1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2019-12-16
0
0001528930
Franchise Group, Inc.
FRG
0001511498
Vintage Capital Management LLC
4705 S. APOPKA VINELAND ROAD
SUITE 206
ORLANDO
FL
32819
1
1
1
0
Chief Executive Officer
0001099408
KAHN CAPITAL MANAGEMENT LLC
4705 S. APOPKA VINELAND ROAD
SUITE 206
ORLANDO
FL
32819
0
0
1
0
0001455976
KAHN BRIAN RANDALL
4705 S. APOPKA VINELAND ROAD
SUITE 206
ORLANDO
FL
32819
1
1
1
0
Chief Executive Officer
Common Stock
2019-12-16
4
P
0
187500
12
A
12850261.89
I
Please see footnotes
Common Stock
2019-12-16
4
P
0
750000
12
A
13600261.89
I
Please see footnotes
In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Mr. Kahn (together with Vintage Capital and Kahn Capital, the "Reporting Persons"), a citizen of the United States of America, each of whom has the same business address as Vintage Capital. Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein.
Mr. Kahn, who serves as (A) the manager and sole member of Kahn Capital; (B) the manager and a member of Vintage Capital; and (C) the manager or other control person of entities that, directly or indirectly, control investment vehicles for which the Reporting Persons, directly or indirectly, act as general partner, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital and Kahn Capital, and may be deemed to be the indirect beneficial owner of such shares.
Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein.
On December 16, 2019, an Investment Vehicle controlled by the Reporting Persons purchased 187,500 shares of Common Stock from the Issuer for an aggregate purchase price of $2,250,000 at a per share price of $12.00.
On December 16, 2019, an Investment Vehicle controlled by the Reporting Persons purchased 750,000 shares of Common Stock from the Issuer for an aggregate purchase price of $9,000,000 at a per share price of $12.00.
The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation of the Preferred Stock.
Vintage Capital Management, LLC, by: /s/ Brian R. Kahn, Manager
2019-12-17
Kahn Capital Management, LLC, by: /s/ Brian R. Kahn, Manager
2019-12-17
/s/ Brian R. Kahn
2019-12-17