| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FRG | Common Stock, par value $0.01 per share | 40K | Aug 10, 2023 | Direct | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | This statement is being filed by Randall E. Paulson (the "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 Reporting Person directly owns 40,000 Common Shares. As disclosed in an amendment to the Schedule 13D filed by the Reporting Person on August 14, 2023, on August 10, 2023, the Reporting Person 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 "Rollover Agreement"), |
| F2 | (Continued from Footnote 1) pursuant to which the Reporting Person has, among other things, agreed to contribute such Reporting Person'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 Rollover Agreement includes covenants obligating the Reporting Person 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 Rollover Agreement, the Reporting Person 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. |