E. Randall Paulson - Aug 21, 2023 Form 4 Insider Report for Franchise Group, Inc. (FRG)

Role: 10%+ Owner
Signature: /s/ Randall E. Paulson
Stock symbol: FRG
Transactions as of: Aug 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/21/2023, 05:02 PM
Previous filing: Aug 21, 2023
Next filing: Nov 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FRG	Common Stock, par value $0.01 per share	Sale		-40K	-100%		0	Aug 21, 2023	Direct	F1, F2

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

E. Randall Paulson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This statement is being filed by Randall E. Paulson (the "Reporting Person"). In connection with the Issuer's merger (the "Merger") with Freedom VCM Subco, Inc., a Delaware corporation ("Merger Sub") and wholly-owned subsidiary of Freedom VCM, Inc., a Delaware corporation ("Parent"), immediately prior to the effective time of the Merger and pursuant to a rollover agreement dated as of August 10, 2023, by and among the Reporting Person, Freedom VCM Holdings, LLC ("Topco") and B. Riley Private Shares 2023-2 QP, LLC, a Delaware limited liability company ("BRQP") (the "Rollover Agreement"), the Reporting Person contributed each share of common stock of the Issuer held by the Reporting Person to BRQP in exchange for an interest in BRQP calculated pursuant to the Rollover Agreement.
F2	(Continued from Footnote 1) Pursuant to a contribution agreement, dated as of August 21, 2023 by and among Topco, BRQP and B. Riley Private Shares 2023-2 QC, LLC, a Delaware limited liability company ("BRQC") (the "Contribution Agreement"), BRQP subsequently contributed each share of common stock of the Issuer held by BRQP to Topco in exchange for a number of common units in Topco calculated pursuant to the Contribution Agreement.

Content

This statement is being filed by Randall E. Paulson (the "Reporting Person"). In connection with the Issuer's merger (the "Merger") with Freedom VCM Subco, Inc., a Delaware corporation ("Merger Sub") and wholly-owned subsidiary of Freedom VCM, Inc., a Delaware corporation ("Parent"), immediately prior to the effective time of the Merger and pursuant to a rollover agreement dated as of August 10, 2023, by and among the Reporting Person, Freedom VCM Holdings, LLC ("Topco") and B. Riley Private Shares 2023-2 QP, LLC, a Delaware limited liability company ("BRQP") (the "Rollover Agreement"), the Reporting Person contributed each share of common stock of the Issuer held by the Reporting Person to BRQP in exchange for an interest in BRQP calculated pursuant to the Rollover Agreement.

(Continued from Footnote 1) Pursuant to a contribution agreement, dated as of August 21, 2023 by and among Topco, BRQP and B. Riley Private Shares 2023-2 QC, LLC, a Delaware limited liability company ("BRQC") (the "Contribution Agreement"), BRQP subsequently contributed each share of common stock of the Issuer held by BRQP to Topco in exchange for a number of common units in Topco calculated pursuant to the Contribution Agreement.