Matthew E. Avril - Aug 21, 2023 Form 4 Insider Report for Franchise Group, Inc. (FRG FRGAP)

Role
Director
Signature
/s/ Matthew E. Avril
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
Feb 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FRG FRGAP Common Stock Options Exercise +6.99K +5.46% 135K Aug 21, 2023 Direct F1
transaction FRG FRGAP Common Stock Disposed to Issuer -6.99K -5.17% 128K Aug 21, 2023 Direct F2
transaction FRG FRGAP Common Stock Disposed to Issuer -128K -100% 0 Aug 21, 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 Employee Stock Options (Right to Buy) Disposed to Issuer -13.9K -100% 0 Aug 21, 2023 Common Stock 13.9K $12.01 Direct F4
transaction FRG FRGAP Employee Stock Options (Right to Buy) Disposed to Issuer -9.3K -100% 0 Aug 21, 2023 Common Stock 9.3K $11.93 Direct F4
transaction FRG FRGAP Restricted Stock Units Options Exercise -6.99K -100% 0 Aug 21, 2023 Common Stock 6.99K Direct F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew E. Avril 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 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.
F2 Disposed of in connection with the transactions contemplated by the Merger Agreement.
F3 Pursuant to the Merger Agreement, each share of common stock reported in this row was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $30.00. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Franchise Group, Inc. common stock.
F4 These options were canceled pursuant to the Merger Agreement 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 option immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld.
F5 When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock.
F6 The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2024.