SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

HERSKOVITS THOMAS

(Last)

(First)

(Middle)

109 INNOVATION COURT SUITE J

(Street)

DELAWARE

43015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Franchise Group, Inc. [ FRG FRGAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/21/2023		M⁽¹⁾		3,260	A	⁽¹⁾	33,893	D
Common Stock	08/21/2023		D⁽²⁾		3,260	D	⁽²⁾	30,633	D
Common Stock	08/21/2023		D⁽³⁾		30,633	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right to Buy)	$11.93	08/21/2023		D⁽⁴⁾			8,188	09/12/2020	09/12/2024	Common Stock	8,188	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁵⁾	08/21/2023		M⁽¹⁾			3,260	⁽⁶⁾	⁽⁶⁾	Common Stock	3,260	⁽¹⁾	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 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.

2. Disposed of in connection with the transactions contemplated by the Merger Agreement.

3. 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.

4. 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.

5. When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock.

6. The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2024.

	/s/ Thomas Herskovits	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).
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SEC Form 4: Herskovits Thomas converted options into 3,260 shares and returned 33,893 shares to the company, closing all direct ownership in the company