Irwin D. Simon - Aug 5, 2024 Form 4 Insider Report for Whole Earth Brands, Inc. (FREE)

Role
Director
Signature
/s/ Irwin D. Simon, 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
Aug 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FREE Common Stock Disposed to Issuer -1.26M -100% 0 Aug 5, 2024 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Irwin D. Simon 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, without interest, and subject to any applicable withholding taxes.
F3 Includes 61,425 shares of Common Stock subject to a restricted stock award. Pursuant to the Merger Agreement, at the Effective Time, each share of Common Stock subject to a restricted stock award became immediately fully vested (and subject to any applicable tax withholding on such acceleration) and treated as a share of Common Stock issued and outstanding immediately prior to the Effective Time.