Lee A. Wright - Jan 3, 2022 Form 4 Insider Report for Franchise Group, Inc. (FRG)

Role: Chief Commercial Officer
Signature: Lee A. Wright
Stock symbol: FRG
Transactions as of: Jan 3, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/5/2022, 03:36 PM
Next filing: Feb 24, 2022

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	FRG	Performance Restricted Stock Units	Award	$0	+55.6K		$0.00	55.6K	Jan 3, 2022	Common Stock	55.6K		Direct	F1
transaction	FRG	Performance Restricted Stock Units	Award	$0	+70K		$0.00	70K	Jan 3, 2022	Common Stock	70K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock ("Common Stock"). The maximum number of PRSUs is presented in the table. The resulting number of shares acquired upon vesting of the PRSU is measured based upon the achievement of certain performance metrics, as determined by the Compensation Committee, over a three-year performance period commencing on January 3, 2022 and ending on December 28, 2024 (the "Performance Period"). Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the Performance Period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the Performance Period.
F2	Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share, par value $0.01 per share, of Issuer's common stock. Each PRSU vests two years after Issuer's common stock achieves a total shareholder return of 100% of the grant date closing price of Issuer's common stock (or $71.96, giving effect to cash dividends paid during this period) for 10 consecutive trading days (the "TSR Hurdle"), provided the TSR Hurdle is achieved within three years of the grant date. If the TSR Hurdle is not achieved within three years of the grant date, the PRSUs will expire and are terminated. Upon the achievement of the TSR Hurdle, vesting of the PRSUs will accelerate upon death, disability or qualified retirement and the PRSUs may also accelerate, in certain circumstances, if there is a change in control of Issuer. Dividends will not accrue on the PRSUs until such PRSUs are converted into shares of Issuer's common stock upon vesting.

Content

Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock ("Common Stock"). The maximum number of PRSUs is presented in the table. The resulting number of shares acquired upon vesting of the PRSU is measured based upon the achievement of certain performance metrics, as determined by the Compensation Committee, over a three-year performance period commencing on January 3, 2022 and ending on December 28, 2024 (the "Performance Period"). Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the Performance Period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the Performance Period.

Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share, par value $0.01 per share, of Issuer's common stock. Each PRSU vests two years after Issuer's common stock achieves a total shareholder return of 100% of the grant date closing price of Issuer's common stock (or $71.96, giving effect to cash dividends paid during this period) for 10 consecutive trading days (the "TSR Hurdle"), provided the TSR Hurdle is achieved within three years of the grant date. If the TSR Hurdle is not achieved within three years of the grant date, the PRSUs will expire and are terminated. Upon the achievement of the TSR Hurdle, vesting of the PRSUs will accelerate upon death, disability or qualified retirement and the PRSUs may also accelerate, in certain circumstances, if there is a change in control of Issuer. Dividends will not accrue on the PRSUs until such PRSUs are converted into shares of Issuer's common stock upon vesting.