Andrew M. Laurence - Nov 7, 2022 Form 4 Insider Report for Franchise Group, Inc. (FRG FRGAP)

Role
EXECUTIVE VICE PRESIDENT, Director
Signature
/s/ Andrew M. Laurence
Stock symbol
FRG FRGAP
Transactions as of
Nov 7, 2022
Transactions value $
-$1,757,736
Form type
4
Date filed
11/9/2022, 03:30 PM
Previous filing
Oct 5, 2022
Next filing
Feb 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FRG FRGAP Common Stock Options Exercise $0 +165K +36.56% $0.00 616K Nov 7, 2022 Direct F1, F2
transaction FRG FRGAP Common Stock Tax liability -$1.76M -73.2K -11.87% $24.02* 543K Nov 7, 2022 Direct F3
transaction FRG FRGAP Common Stock Award $0 +15 +0% $0.00 543K Nov 7, 2022 Direct F4

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 -110K -100% $0.00* 0 Nov 7, 2022 Common Stock 110K $0.00 Direct F2, F5
* 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 165,000 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 73,178 shares withheld by Issuer at market price of $24.02 per share to fund the payment of taxes for the conversion.
F4 Issuer issued 15 shares to Reporting Person due to an over withholding of shares to fund the payment of taxes for the conversion previously reported in Table I on the Form 4 filed with the Securities and Exchange Commission on August 16, 2022.
F5 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").