4//SEC Filing
Vintage Capital Management LLC 4
Accession 0001104659-20-040635
CIK 0001528930other
Filed
Mar 29, 8:00 PM ET
Accepted
Mar 30, 6:57 PM ET
Size
17.4 KB
Accession
0001104659-20-040635
Insider Transaction Report
Form 4
KAHN CAPITAL MANAGEMENT LLC
10% Owner
Transactions
- Other
Voting Non-Economic Preferred Stock
2020-03-26−787,545.21→ 446,643.71 total(indirect: Please see footnotes) - Conversion
Common Units
2020-03-26$8.88/sh−3,937,726.03$34,967,007→ 2,233,218.53 total(indirect: Please see footnotes)Exercise: $0.00From: 2020-01-11→ Common Stock (3,937,726 underlying) - Conversion
Common Stock
2020-03-26+3,937,726→ 14,954,261.86 total(indirect: Please see footnotes)
Holdings
- 1,000,000
Common Stock
Vintage Capital Management LLC
10% Owner
Transactions
- Other
Voting Non-Economic Preferred Stock
2020-03-26−787,545.21→ 446,643.71 total(indirect: Please see footnotes) - Conversion
Common Units
2020-03-26$8.88/sh−3,937,726.03$34,967,007→ 2,233,218.53 total(indirect: Please see footnotes)Exercise: $0.00From: 2020-01-11→ Common Stock (3,937,726 underlying) - Conversion
Common Stock
2020-03-26+3,937,726→ 14,954,261.86 total(indirect: Please see footnotes)
Holdings
- 1,000,000
Common Stock
KAHN BRIAN RANDALL
10% Owner
Transactions
- Conversion
Common Stock
2020-03-26+3,937,726→ 14,954,261.86 total(indirect: Please see footnotes) - Other
Voting Non-Economic Preferred Stock
2020-03-26−787,545.21→ 446,643.71 total(indirect: Please see footnotes) - Conversion
Common Units
2020-03-26$8.88/sh−3,937,726.03$34,967,007→ 2,233,218.53 total(indirect: Please see footnotes)Exercise: $0.00From: 2020-01-11→ Common Stock (3,937,726 underlying)
Holdings
- 1,000,000
Common Stock
Footnotes (7)
- [F1]In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Mr. Kahn (together with Vintage Capital and Kahn Capital, the "Reporting Persons"), a citizen of the United States of America, each of whom has the same business address as Vintage Capital. Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein.
- [F2]Mr. Kahn, who serves as (A) the manager and sole member of Kahn Capital; (B) the manager and a member of Vintage Capital; and (C) the manager or other control person of entities that, directly or indirectly, control investment vehicles for which the Reporting Persons, directly or indirectly, act as general partner, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital and Kahn Capital, and may be deemed to be the indirect beneficial owner of such shares.
- [F3](Continued from footnote 2) Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein.
- [F4]The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco (the "New Holdco LLC Agreement") and the Certificate of Designation of the Preferred Stock.
- [F5]On March 26, 2020, in accordance with the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock, one of the Investment Vehicles elected to cause New Holdco and the Issuer to redeem (i) 3,937,726.03 New Holdco Units and (ii) 787,545.21 shares of Preferred Stock, respectively, in exchange for 3,937,726 shares of Common Stock.
- [F6]These shares of Common Stock are owned by Brian Kahn and Lauren Kahn as tenants by the entirety.
- [F7]The right to elect to cause New Holdco and the Issuer to redeem the New Holdco Units and Preferred Stock described in footnote (3) expires upon a "Change of Control" of New Holdco, as defined in the New Holdco LLC Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 11, 2019, a dissolution of New Holdco in accordance with the terms of the New Holdco LLC Agreement, or as otherwise provided in the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock.
Documents
Issuer
Franchise Group, Inc.
CIK 0001528930
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001511498
Filing Metadata
- Form type
- 4
- Filed
- Mar 29, 8:00 PM ET
- Accepted
- Mar 30, 6:57 PM ET
- Size
- 17.4 KB