0001415889-23-012561.txt : 20230823 0001415889-23-012561.hdr.sgml : 20230823 20230823161549 ACCESSION NUMBER: 0001415889-23-012561 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: Dubin Cynthia S CENTRAL INDEX KEY: 0001645021 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35588 FILM NUMBER: 231197775 MAIL ADDRESS: STREET 1: 1200 E. MARKET STREET, SUITE 650 CITY: AKRON STATE: OH ZIP: 44305 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_040821.xml X0508 4 2023-08-21 1 0001528930 Franchise Group, Inc. FRG FRGAP 0001645021 Dubin Cynthia S 109 INNOVATION COURT, SUITE J DELAWARE OH 43015 true false false false 0 Common Stock 2023-08-21 4 M 0 3260 A 7623 D Common Stock 2023-08-21 4 D 0 3260 D 4363 D Common Stock 2023-08-21 4 D 0 4363 D 0 D Restricted Stock Units 2023-08-21 4 M 0 3260 D Common Stock 3260 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 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 (as defined in the Merger Agreement) 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 Merger Agreement, each share of common stock reported in this row was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $30.00. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Franchise Group, Inc. common stock. When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2024. /s/ Cynthia S. Dubin 2023-08-23