K. Todd Evans - 02 Mar 2023 Form 4 Insider Report for Franchise Group, Inc. (TAX)

Role: CHIEF FRANCHISING OFFICER
Signature: /s/ K. Todd Evans
Issuer symbol: TAX
Transactions as of: 02 Mar 2023
Net transactions value: -$381,942
Form type: 4
Filing time: 03 Mar 2023, 16:04:25 UTC
Previous filing: 28 Feb 2023
Next filing: 02 Aug 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	+40,322	+353%	$0.000000	51,740	02 Mar 2023	Direct	F1, F2
transaction	FRG FRGAP	Common Stock	Tax liability	$394,250	-13,168	-25%	$29.94	38,572	02 Mar 2023	Direct	F3
transaction	FRG FRGAP	Common Stock	Purchase	$12,308	+389	+1%	$31.64	38,961	02 Mar 2023	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	-20,161	-100%	$0.000000^*	0	02 Mar 2023	Common Stock	20,161	$0.000000	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 200% 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 40,322 shares of common stock. Such PRSUs were previously reported in Table II on the Form 4 filed with the Securities and Exchange Commission on August 4, 2020.
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 as the achievement of certain metrics tied to adjusted EBITDA and free cash flow over a three-year performance period commencing on January 1, 2020 and ending on December 31, 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 200% of the target number of units based on achievement of performance targets.
F3	Reflects 13,168 shares withheld by Issuer at market price of $29.94 per share to fund the payment of taxes for the conversion.
F4	Shares acquired under a broker automatic dividend reinvestment plan.
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").