Lisa M. Fairfax - Aug 21, 2023 Form 4 Insider Report for Franchise Group, Inc. (FRG FRGAP)

Role: Director
Signature: /s/ Lisa M. Fairfax
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		+3.26K	+36.31%		12.2K	Aug 21, 2023	Direct	F1
transaction	FRG FRGAP	Common Stock	Disposed to Issuer		-3.26K	-26.64%		8.98K	Aug 21, 2023	Direct	F2
transaction	FRG FRGAP	Common Stock	Disposed to Issuer		-8.98K	-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	Restricted Stock Units	Options Exercise		-3.26K	-100%		0	Aug 21, 2023	Common Stock	3.26K		Direct	F1, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lisa M. Fairfax 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 (as defined in the Merger Agreement) 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	When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock.
F5	The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2024.