| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FRG | Common Stock, par value $0.01 per share | 13.8K | Aug 7, 2023 | By the Kelleher Family Trust | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | These shares are held by the Kelleher Family Trust (the "Trust") for which Thomas J. Kelleher (the "Reporting Person") acts as trustee. This statement is being filed by the Reporting Person. This filing is being made based on there being 35,187,771.51 shares of common stock, par value $0.01, of Franchise Group, Inc. (the "Issuer", and such stock, the "Common Shares") outstanding as reported by the Issuer in the definitive proxy statement filed by the Issuer with the Securities and Exchange Commission on July 14, 2023. The Trust directly owns 13,768 Common Shares. As disclosed in an amendment to the Schedule 13D filed by the Trust on August 8, 2023, on August 7, 2023, the Trust entered into a rollover contribution agreement with Freedom VCM Holdings, LLC, a Delaware limited liability company ("Topco") and B. Riley Private Shares 2023-2 QP, LLC, a Delaware limited liability company ("BRP Shares, LLC") (the "Trust Rollover Agreement"), |
| F2 | (Continued from Footnote 1) pursuant to which the Trust has, among other things, agreed to contribute such Trust's Common Shares to BRP Shares, LLC in exchange for a number of common membership interests of BRP Shares, LLC, which will in turn acquire the equivalent number of common membership interests in Topco. The Trust Rollover Agreement includes covenants obligating the Trust to vote its Common Shares in favor of the proposed acquisition (the "Acquisition") by Freedom VCM, Inc., a Delaware corporation ("Parent"), of the Issuer pursuant to an Agreement and Plan of Merger, dated as of May 10, 2023, by and among Parent, Freedom VCM Subco, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, and the Issuer (the "Merger Agreement"). |
| F3 | (Continued from Footnote 2) As a result of the Trust Rollover Agreement, the Trust may be deemed to have formed a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934 (the "Act") with Kahn and certain other persons described in the Schedule 13D, as amended. |
| F4 | The Reporting Person disclaims beneficial ownership of the securities discussed herein that he may be deemed indirectly to beneficially own except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Act, or for any other purpose. |