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