Brian R. Kahn - Mar 2, 2023 Form 4 Insider Report for Franchise Group, Inc. (FRG FRGAP)

Role: CHIEF EXECUTIVE OFFICER, Director, 10%+ Owner
Signature: /s/ Brian R. Kahn
Stock symbol: FRG FRGAP
Transactions as of: Mar 2, 2023
Transactions value $: -$1,315,683
Form type: 4
Date filed: 3/3/2023, 04:05 PM
Previous filing: Feb 28, 2023
Next filing: Mar 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FRG FRGAP	Common Stock	Options Exercise	$0	+121K	+1.34%	$0.00	9.18M	Mar 2, 2023	Direct	F1, F2
transaction	FRG FRGAP	Common Stock	Tax liability	-$1.32M	-43.9K	-0.48%	$29.94^*	9.13M	Mar 2, 2023	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	-60.5K	-100%	$0.00^*	0	Mar 2, 2023	Common Stock	60.5K	$0.00	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 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 120,968 shares of common stock. Such PRSUs were previously reported in Table II on the Form 4 filed with the Securities and Exchange Commission on March 9, 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 43,944 shares withheld by Issuer at market price of $29.94 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").