0001415889-23-012555.txt : 20230823 0001415889-23-012555.hdr.sgml : 20230823 20230823161513 ACCESSION NUMBER: 0001415889-23-012555 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230821 FILED AS OF DATE: 20230823 DATE AS OF CHANGE: 20230823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seeton Eric F. CENTRAL INDEX KEY: 0001652992 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35588 FILM NUMBER: 231197748 MAIL ADDRESS: STREET 1: 103 HILL STREET CITY: SHREWSBURY STATE: MA ZIP: 01545 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: 1230 BUSINESS ADDRESS: STREET 1: 109 INNOVATION COURT STREET 2: SUITE J CITY: DELAWARE STATE: OH ZIP: 43015 BUSINESS PHONE: 508-630-4426 MAIL ADDRESS: STREET 1: 109 INNOVATION COURT STREET 2: SUITE J CITY: DELAWARE STATE: OH ZIP: 43015 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 form4-08232023_040804.xml X0508 4 2023-08-21 1 0001528930 Franchise Group, Inc. FRG FRGAP 0001652992 Seeton Eric F. 109 INNOVATION COURT, SUITE J DELAWARE OH 43015 false true false false CHIEF FINANCIAL OFFICER 0 Common Stock 2023-08-21 4 M 0 14140 A 83682 D Common Stock 2023-08-21 4 M 0 11790 A 95472 D Common Stock 2023-08-21 4 M 0 18629 A 114101 D Common Stock 2023-08-21 4 M 0 14140 A 128241 D Common Stock 2023-08-21 4 M 0 11790 A 140031 D Common Stock 2023-08-21 4 M 0 18629 A 158660 D Common Stock 2023-08-21 4 D 0 89118 D 69542 D Common Stock 2023-08-21 4 D 0 69542 D 0 D Performance Restricted Stock Units 2023-08-21 4 M 0 14140 D Common Stock 14140 0 D Performance Restricted Stock Units 2023-08-21 4 M 0 11790 D Common Stock 11790 0 D Performance Restricted Stock Units 2023-08-21 4 M 0 18629 D Common Stock 18629 0 D Restricted Stock Units 2023-08-21 4 M 0 14140 D Common Stock 14140 0 D Restricted Stock Units 2023-08-21 4 M 0 11790 D Common Stock 11790 0 D Restricted Stock Units 2023-08-21 4 M 0 18629 D Common Stock 18629 0 D Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. Disposed of in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Rollover Agreement dated as of August 7, 2023, among the reporting person, Freedom VCM Holdings, LLC ("Topco") and the other signatories thereto , the reporting person agreed to contribute these shares to Topco (the "Rollover") in exchange for common membership interests in Topco, effective as of the effective time of the merger. For purposes of the Rollover, the reporting person's shares were valued at $30.00 per share. When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. The performance restricted stock unit award was granted on March 5, 2021 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2023. The performance restricted stock unit award was granted on February 22, 2022 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2024. The performance restricted stock unit award was granted on February 24, 2023 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on January 3, 2026. The restricted stock unit award was granted on March 5, 2021 and was subject to vesting in full on March 5, 2024. The restricted stock unit award was granted on February 22, 2022 and was subject to vesting in full on February 22, 2025. The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2026. /s/ Eric F. Seeton 2023-08-23