Bernardo Fiaux - Aug 5, 2024 Form 4 Insider Report for Whole Earth Brands, Inc. (FREE)

Role: Chief Financial Officer
Signature: /s/ Bernardo Fiaux, by Ira W. Schlussel, as Attorney-in-Fact
Stock symbol: FREE
Transactions as of: Aug 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 8/5/2024, 02:23 PM
Previous filing: May 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FREE	Common Stock	Disposed to Issuer		-150K	-100%		0	Aug 5, 2024	Direct	F1, F2

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
transaction	FREE	Performance-Based Restricted Stock Units	Disposed to Issuer	$0	-100K	-50%	$0.00	100K	Aug 5, 2024	Common Stock	100K		Direct	F1, F3, F4
transaction	FREE	Performance-Based Restricted Stock Units	Disposed to Issuer	$0	-100K	-100%	$0.00^*	0	Aug 5, 2024	Common Stock	100K		Direct	F1, F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bernardo Fiaux is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On August 5, 2024, the parties to the agreement of merger, dated February 12, 2024 (the "Merger Agreement"), by and among Whole Earth Brands, Inc. (the "Company"), Ozark Holdings, LLC ("Parent") and Sweek Oak Merger Sub, LLC ("Merger Sub"), completed the transactions contemplated thereby, pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
F2	Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Company's common stock ("Common Stock") outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive cash in an amount equal to $4.875 per share (the "Per Share Price"), without interest, and subject to any applicable withholding taxes.
F3	Performance-based restricted stock units convert into shares of Common Stock on a one-for-one basis.
F4	Pursuant to the Reporting Person's offer letter, immediately prior to the Effective Time, 100,000 performance-based restricted stock units were forfeited to the Company for no consideration.
F5	Pursuant to the Merger Agreement, at the Effective Time, each performance-based restricted stock unit became fully vested as to the number of shares of Common Stock that would vest based on target level achievement of all performance targets (without application of any modifier) and, after giving effect to such vesting, was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding taxes) equal to (A) the target number of shares of Common Stock underlying the performance-based restricted stock units, multiplied by (B) the Per Share Price.