| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FRG FRGAP | Common Stock | Options Exercise | +42.4K | +0.46% | 9.19M | Aug 21, 2023 | Direct | F1 | ||
| transaction | FRG FRGAP | Common Stock | Options Exercise | +35.4K | +0.38% | 9.22M | Aug 21, 2023 | Direct | F1 | ||
| transaction | FRG FRGAP | Common Stock | Options Exercise | +55.9K | +0.61% | 9.28M | Aug 21, 2023 | Direct | F1 | ||
| transaction | FRG FRGAP | Common Stock | Options Exercise | +42.4K | +0.46% | 9.32M | Aug 21, 2023 | Direct | F2 | ||
| transaction | FRG FRGAP | Common Stock | Options Exercise | +35.4K | +0.38% | 9.36M | Aug 21, 2023 | Direct | F2 | ||
| transaction | FRG FRGAP | Common Stock | Options Exercise | +55.9K | +0.6% | 9.41M | Aug 21, 2023 | Direct | F2 | ||
| transaction | FRG FRGAP | Common Stock | Disposed to Issuer | -267K | -2.84% | 9.14M | Aug 21, 2023 | Direct | F3 | ||
| transaction | FRG FRGAP | Common Stock | Disposed to Issuer | -9.14M | -100% | 0 | Aug 21, 2023 | Direct | F4 |
| 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 | -42.4K | -100% | 0 | Aug 21, 2023 | Common Stock | 42.4K | Direct | F1, F5, F6 | |||
| transaction | FRG FRGAP | Performance Restricted Stock Units | Options Exercise | -35.4K | -100% | 0 | Aug 21, 2023 | Common Stock | 35.4K | Direct | F1, F5, F7 | |||
| transaction | FRG FRGAP | Performance Restricted Stock Units | Options Exercise | -55.9K | -100% | 0 | Aug 21, 2023 | Common Stock | 55.9K | Direct | F1, F5, F8 | |||
| transaction | FRG FRGAP | Restricted Stock Units | Options Exercise | -42.4K | -100% | 0 | Aug 21, 2023 | Common Stock | 42.4K | Direct | F2, F5, F9 | |||
| transaction | FRG FRGAP | Restricted Stock Units | Options Exercise | -35.4K | -100% | 0 | Aug 21, 2023 | Common Stock | 35.4K | Direct | F2, F5, F10 | |||
| transaction | FRG FRGAP | Restricted Stock Units | Options Exercise | -55.9K | -100% | 0 | Aug 21, 2023 | Common Stock | 55.9K | Direct | F2, F5, F11 |
Brian R. Kahn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. |
| F2 | Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. |
| F3 | Disposed of in connection with the transactions contemplated by the Merger Agreement. |
| F4 | Pursuant to the Rollover Agreement dated as of May 10, 2023, among the reporting person, Freedom VCM Holdings, LLC ("Topco") and the other signatories thereto , the reporting person agreed to contribute these shares to Topco (the "Rollover") in exchange for common membership interests in Topco, effective as of the effective time of the merger. For purposes of the Rollover, the reporting person's shares were valued at $30.00 per share. |
| F5 | When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. |
| F6 | The performance restricted stock unit award was granted on March 5, 2021 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2023. |
| F7 | The performance restricted stock unit award was granted on February 22, 2022 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2024. |
| F8 | The performance restricted stock unit award was granted on February 24, 2023 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on January 3, 2026. |
| F9 | The restricted stock unit award was granted on March 5, 2021 and was subject to vesting in full on March 5, 2024. |
| F10 | The restricted stock unit award was granted on February 22, 2022 and was subject to vesting in full on February 22, 2025. |
| F11 | The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2026. |