SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KAMINSKY ANDREW F

(Last)

(First)

(Middle)

109 INNOVATION COURT, SUITE J

(Street)

DELAWARE

43015

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/21/2023		M⁽¹⁾		14,140	A	⁽¹⁾	172,300	D
Common Stock	08/21/2023		M⁽¹⁾		11,790	A	⁽¹⁾	184,090	D
Common Stock	08/21/2023		M⁽¹⁾		18,629	A	⁽¹⁾	202,719	D
Common Stock	08/21/2023		M⁽²⁾		14,140	A	⁽²⁾	216,859	D
Common Stock	08/21/2023		M⁽²⁾		11,790	A	⁽²⁾	228,649	D
Common Stock	08/21/2023		M⁽²⁾		18,629	A	⁽²⁾	247,278	D
Common Stock	08/21/2023		D⁽³⁾		89,118	D	⁽³⁾	158,160	D
Common Stock	08/21/2023		D⁽⁴⁾		158,160	D	⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽⁵⁾	08/21/2023		M⁽¹⁾			14,140	⁽⁶⁾	⁽⁶⁾	Common Stock	14,140	⁽¹⁾	0	D
Performance Restricted Stock Units	⁽⁵⁾	08/21/2023		M⁽¹⁾			11,790	⁽⁷⁾	⁽⁷⁾	Common Stock	11,790	⁽¹⁾	0	D
Performance Restricted Stock Units	⁽⁵⁾	08/21/2023		M⁽¹⁾			18,629	⁽⁸⁾	⁽⁸⁾	Common Stock	18,629	⁽¹⁾	0	D
Restricted Stock Units	⁽⁵⁾	08/21/2023		M⁽²⁾			14,140	⁽⁹⁾	⁽⁹⁾	Common Stock	14,140	⁽²⁾	0	D
Restricted Stock Units	⁽⁵⁾	08/21/2023		M⁽²⁾			11,790	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	11,790	⁽²⁾	0	D
Restricted Stock Units	⁽⁵⁾	08/21/2023		M⁽²⁾			18,629	⁽¹¹⁾	⁽¹¹⁾	Common Stock	18,629	⁽²⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. Disposed of in connection with the transactions contemplated by the Merger Agreement.

4. 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.

5. When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock.

6. 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.

7. 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.

8. 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.

9. The restricted stock unit award was granted on March 5, 2021 and was subject to vesting in full on March 5, 2024.

10. The restricted stock unit award was granted on February 22, 2022 and was subject to vesting in full on February 22, 2025.

11. The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2026.

	/s/ Andrew F. Kaminsky	08/23/2023
	** Signature of Reporting Person	Date
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