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