Rajnish Ohri - Jul 16, 2023 Form 3 Insider Report for Whole Earth Brands, Inc. (FREE)

Role
Interim Co-CEO
Signature
/s/ Rajnish Ohri, by Ira W. Schlussel, as Attorney-in-Fact
Stock symbol
FREE
Transactions as of
Jul 16, 2023
Transactions value $
$0
Form type
3
Date filed
7/26/2023, 04:30 PM
Next filing
Aug 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FREE Common Stock 30.5K Jul 16, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FREE Restricted stock units Jul 16, 2023 Common Stock 4.5K Direct F1, F2
holding FREE Performance-based restricted stock units Jul 16, 2023 Common Stock 13.5K Direct F1, F3
holding FREE Restricted stock units Jul 16, 2023 Common Stock 14.3K Direct F1, F4
holding FREE Performance-based restricted stock units Jul 16, 2023 Common Stock 21.4K Direct F1, F5
holding FREE Restricted stock units Jul 16, 2023 Common Stock 56.6K Direct F1, F6
holding FREE Restricted stock units Jul 16, 2023 Common Stock 69.6K Direct F1, F7
holding FREE Restricted stock units Jul 16, 2023 Common Stock 63K Direct F1, F8
holding FREE Performance-based restricted stock units Jul 16, 2023 Common Stock 63K Direct F1, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted stock units convert into shares of Whole Earth Brands, Inc.'s common stock on a one-for-one basis.
F2 These restricted stock units ("RSUs") were granted on March 18, 2021. Subject to the reporting person's continuous employment through the vesting date, the RSUs vest one-third (1/3) annually over three (3) years, commencing on the first anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, any unvested RSUs will be forfeited. Number of shares represents those units which have not yet vested.
F3 These performance-based restricted stock units ("PSUs") were granted on March 18, 2021. The vesting of these PSUs is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2023 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets the identified financial performance criteria.
F4 These RSUs were granted on March 24, 2022. Subject to the reporting person's continuous employment through the vesting date, the RSUs vest one-third (1/3) annually over three (3) years, commencing on the anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, any unvested RSUs will be forfeited. Number of shares represents those units which have not yet vested.
F5 These PSUs were granted on March 24, 2022. The vesting of these PSUs is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2024 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets the identified financial performance criteria.
F6 These RSUs were granted on August 1, 2022. Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest on the one-year anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.
F7 These RSUs were granted on May 1, 2023. Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest on the two-year anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.
F8 These RSUs were granted on May 9, 2023. Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest one-third (1/3) annually over the next three (3) years, commencing on the anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, any unvested RSUs will be forfeited.
F9 These PSUs were granted on May 9, 2023. The vesting of these PSUs is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2025 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets the identified financial performance criteria.

Remarks:

Exhibit 24.1 Power of Attorney