SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RILEY RICHARD W

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2023

3. Issuer Name and Ticker or Trading Symbol
Franchise Group, Inc. [ FRG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	12,216⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	By the Survivor's Trust under the Riley Family Trust.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. These shares are held by the Survivor's Trust under the Riley Family Trust (the "Trust") for which Richard Riley (the "Reporting Person") acts as trustee. This statement is being filed by the Reporting Person. This filing is being made based on there being 35,187,771.51 shares of common stock, par value $0.01, of Franchise Group, Inc. (the "Issuer", and such stock, the "Common Shares") outstanding as reported by the Issuer in the definitive proxy statement filed by the Issuer with the Securities and Exchange Commission on July 14, 2023. The Trust directly owns 12,216 Common Shares. As disclosed in an amendment to the Schedule 13D filed by the Trust on August 14, 2023, on August 10, 2023, the Trust entered into a rollover contribution agreement with Freedom VCM Holdings, LLC, a Delaware limited liability company ("Topco") and B. Riley Private Shares 2023-2 QP, LLC, a Delaware limited liability company ("BRP Shares, LLC") (the "Trust Rollover Agreement"),

2. (Continued from Footnote 1) pursuant to which the Trust has, among other things, agreed to contribute such Trust's Common Shares to BRP Shares, LLC in exchange for a number of common membership interests of BRP Shares, LLC, which will in turn acquire the equivalent number of common membership interests in Topco. The Trust Rollover Agreement includes covenants obligating the Trust to vote its Common Shares in favor of the proposed acquisition (the "Acquisition") by Freedom VCM, Inc., a Delaware corporation ("Parent"), of the Issuer pursuant to an Agreement and Plan of Merger, dated as of May 10, 2023, by and among Parent, Freedom VCM Subco, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, and the Issuer (the "Merger Agreement").

3. (Continued from Footnote 2) As a result of the Trust Rollover Agreement, the Trust may be deemed to have formed a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934 (the "Act") with Kahn and certain other persons described in the Schedule 13D, as amended.

4. The Reporting Person disclaims beneficial ownership of the securities discussed herein that he may be deemed indirectly to beneficially own except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Act, or for any other purpose.

	/s/ Richard Riley	08/21/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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