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

Role: Interim Co-CEO
Signature: /s/ Rajnish Ohri, by Ira W. Schlussel, as Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 16 Jul 2023
Net transactions value: $0
Form type: 3
Filing time: 26 Jul 2023, 16:30:26 UTC
Next filing: 03 Aug 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	FREE	Common Stock						30,478	16 Jul 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							16 Jul 2023	Common Stock	4,504		Direct	F1, F2
holding	FREE	Performance-based restricted stock units							16 Jul 2023	Common Stock	13,508		Direct	F1, F3
holding	FREE	Restricted stock units							16 Jul 2023	Common Stock	14,257		Direct	F1, F4
holding	FREE	Performance-based restricted stock units							16 Jul 2023	Common Stock	21,382		Direct	F1, F5
holding	FREE	Restricted stock units							16 Jul 2023	Common Stock	56,602		Direct	F1, F6
holding	FREE	Restricted stock units							16 Jul 2023	Common Stock	69,576		Direct	F1, F7
holding	FREE	Restricted stock units							16 Jul 2023	Common Stock	63,047		Direct	F1, F8
holding	FREE	Performance-based restricted stock units							16 Jul 2023	Common Stock	63,046		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