Andrew F. Kaminsky - Aug 21, 2023 Form 4 Insider Report for Franchise Group, Inc. (FRG FRGAP)

Signature
/s/ Andrew F. Kaminsky
Stock symbol
FRG FRGAP
Transactions as of
Aug 21, 2023
Transactions value $
$0
Form type
4
Date filed
8/23/2023, 04:15 PM
Previous 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 +14.1K +8.94% 172K Aug 21, 2023 Direct F1
transaction FRG FRGAP Common Stock Options Exercise +11.8K +6.84% 184K Aug 21, 2023 Direct F1
transaction FRG FRGAP Common Stock Options Exercise +18.6K +10.12% 203K Aug 21, 2023 Direct F1
transaction FRG FRGAP Common Stock Options Exercise +14.1K +6.98% 217K Aug 21, 2023 Direct F2
transaction FRG FRGAP Common Stock Options Exercise +11.8K +5.44% 229K Aug 21, 2023 Direct F2
transaction FRG FRGAP Common Stock Options Exercise +18.6K +8.15% 247K Aug 21, 2023 Direct F2
transaction FRG FRGAP Common Stock Disposed to Issuer -89.1K -36.04% 158K Aug 21, 2023 Direct F3
transaction FRG FRGAP Common Stock Disposed to Issuer -158K -100% 0 Aug 21, 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 -14.1K -100% 0 Aug 21, 2023 Common Stock 14.1K Direct F1, F5, F6
transaction FRG FRGAP Performance Restricted Stock Units Options Exercise -11.8K -100% 0 Aug 21, 2023 Common Stock 11.8K Direct F1, F5, F7
transaction FRG FRGAP Performance Restricted Stock Units Options Exercise -18.6K -100% 0 Aug 21, 2023 Common Stock 18.6K Direct F1, F5, F8
transaction FRG FRGAP Restricted Stock Units Options Exercise -14.1K -100% 0 Aug 21, 2023 Common Stock 14.1K Direct F2, F5, F9
transaction FRG FRGAP Restricted Stock Units Options Exercise -11.8K -100% 0 Aug 21, 2023 Common Stock 11.8K Direct F2, F5, F10
transaction FRG FRGAP Restricted Stock Units Options Exercise -18.6K -100% 0 Aug 21, 2023 Common Stock 18.6K Direct F2, F5, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew F. Kaminsky is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 August 7, 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.