| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FREE | Common Stock | Other | +8.91M | 0 | Aug 5, 2024 | Direct | F1, F2, F3 |
Sababa Holdings Free LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On August 5, 2024 (the "Effective Time"), Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub") merged with and into the Issuer (the "Merger"), pursuant to an Agreement of Merger, dated February 12, 2024, by and among Sweet Oak Parent LLC (f/k/a Ozark Holdings, LLC), a Delaware limited liability company ("Parent") and Merger Sub, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger Agreement"). Sir Marin E. Franklin ("Sir Martin") is the controlling member of Sababa Partners II LLC, the entity which indirectly has a controlling interest in Parent ("Sababa II"). |
| F2 | (Continued from footnote 1) At the Effective Time, the 8,905,223 shares of Common Stock (the "Shares") held by Sababa Holdings FREE LLC ("Sababa") were automatically contributed by Sababa to Sababa II and immediately thereafter, the Shares then held by Sababa II were automatically contributed to Sweet Oak Holdings LP, a Delaware limited partnership and a wholly owned subsidiary of Sababa II ("Sweet Oak Holdings") (in consideration of the issuance by Sweet Oak Holdings of partnership interests therein to Sababa II). The Shares held by Sweet Oak Holdings were then immediately contributed to certain wholly-owned subsidiaries of Sweet Oak Holdings and were then cancelled and ceased to exist pursuant to the Merger Agreement, for no consideration. |
| F3 | Prior to the consummation of the Merger, Sababa was the direct beneficial owner of the 8,905,223 shares of Common Stock. Sir Martin is the trustee, settlor and sole beneficiary of the Martin E. Franklin Revocable Trust (the "Franklin Trust") and the manager of Sababa. The Franklin Trust is the sole member of Sababa. Sir Martin is the controlling member of Sababa II. Consequently, Sir Martin and the Franklin Trust may be deemed the beneficial owners of the Shares held by Sababa. Each of Sir Martin and the Franklin Trust expressly disclaim beneficial ownership of any shares not held directly, except to the extent of his or its pecuniary interest. |