SEC Form 4: Kaminsky Andrew F converted options into 89,118 shares and returned 247,278 shares to the company, closing all direct ownership in the company
$FRG
Multi-Sector Companies
Miscellaneous
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Franchise Group, Inc. [ FRG FRGAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/21/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/21/2023 | M(1) | 14,140 | A | (1) | 172,300 | D | |||
| Common Stock | 08/21/2023 | M(1) | 11,790 | A | (1) | 184,090 | D | |||
| Common Stock | 08/21/2023 | M(1) | 18,629 | A | (1) | 202,719 | D | |||
| Common Stock | 08/21/2023 | M(2) | 14,140 | A | (2) | 216,859 | D | |||
| Common Stock | 08/21/2023 | M(2) | 11,790 | A | (2) | 228,649 | D | |||
| Common Stock | 08/21/2023 | M(2) | 18,629 | A | (2) | 247,278 | D | |||
| Common Stock | 08/21/2023 | D(3) | 89,118 | D | (3) | 158,160 | D | |||
| Common Stock | 08/21/2023 | D(4) | 158,160 | D | (4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Units | (5) | 08/21/2023 | M(1) | 14,140 | (6) | (6) | Common Stock | 14,140 | (1) | 0 | D | ||||
| Performance Restricted Stock Units | (5) | 08/21/2023 | M(1) | 11,790 | (7) | (7) | Common Stock | 11,790 | (1) | 0 | D | ||||
| Performance Restricted Stock Units | (5) | 08/21/2023 | M(1) | 18,629 | (8) | (8) | Common Stock | 18,629 | (1) | 0 | D | ||||
| Restricted Stock Units | (5) | 08/21/2023 | M(2) | 14,140 | (9) | (9) | Common Stock | 14,140 | (2) | 0 | D | ||||
| Restricted Stock Units | (5) | 08/21/2023 | M(2) | 11,790 | (10) | (10) | Common Stock | 11,790 | (2) | 0 | D | ||||
| Restricted Stock Units | (5) | 08/21/2023 | M(2) | 18,629 | (11) | (11) | Common Stock | 18,629 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. Disposed of in connection with the transactions contemplated by the Merger Agreement. |
| 4. 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. |
| 5. When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. The restricted stock unit award was granted on March 5, 2021 and was subject to vesting in full on March 5, 2024. |
| 10. The restricted stock unit award was granted on February 22, 2022 and was subject to vesting in full on February 22, 2025. |
| 11. The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2026. |
| /s/ Andrew F. Kaminsky | 08/23/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||