Brian R. Kahn - 07 Nov 2022 Form 4 Insider Report for Franchise Group, Inc. (TAX)

Role: CHIEF EXECUTIVE OFFICER, Director, 10%+ Owner
Signature: /s/ Brian R. Kahn
Issuer symbol: TAX
Transactions as of: 07 Nov 2022
Net transactions value: -$2,835,561
Form type: 4
Filing time: 09 Nov 2022, 15:30:30 UTC
Previous filing: 16 Aug 2022
Next filing: 28 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FRG FRGAP	Common Stock	Options Exercise	$0	+300,000	+3.4%	$0.000000	9,173,641	07 Nov 2022	Direct	F1, F2
transaction	FRG FRGAP	Common Stock	Tax liability	$2,835,561	-118,050	-1.3%	$24.02^*	9,055,591	07 Nov 2022	Direct	F3

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 FRGAP	Performance Restricted Stock Units	Options Exercise	$0	-200,000	-100%	$0.000000^*	0	07 Nov 2022	Common Stock	200,000	$0.000000	Direct	F2, F4

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

Explanation of Responses:

Id	Content
F1	Represents the conversion upon vesting of performance restricted stock units ("PRSU") into common stock upon the achievement of pre-established performance metrics at 150% of the target number of units, as approved and certified by the Company's Compensation Committee. Upon conversion of the PRSUs, the Reporting Person received 300,000 shares of common stock. Such PRSUs were previously reported in Table II on the Form 4 filed with the Securities and Exchange Commission on December 9, 2019.
F2	Each PRSU represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock. The resulting number of shares of common stock acquired upon vesting of the PRSU is measured as the absolute total share return of the price of Issuer's common stock over a three-year performance period commencing on September 30, 2019 and ending on September 30, 2022. The target number of units subject to the award is presented in Table II. The number of units that were subject to vesting ranged from 0% to 150% of the target number of units, based on achievement of performance targets.
F3	Reflects 118,050 shares withheld by Issuer at market price of $24.02 per share to fund the payment of taxes for the conversion.
F4	Unless earlier forfeited under the terms of the PRSU, each PRSU vests and converts into shares of the Issuer's common stock upon certification by the Company's Compensation Committee of the achievement of the performance metrics of the PRSUs (the "Certification Date").