4//SEC Filing
Carroll John 4
Accession 0001104659-20-077501
CIK 0001753706other
Filed
Jun 25, 8:00 PM ET
Accepted
Jun 26, 4:57 PM ET
Size
15.3 KB
Accession
0001104659-20-077501
Insider Transaction Report
Form 4
Act II Global LLC
10% Owner
Transactions
- Conversion
Class B Ordinary Shares
2020-06-24−7,500,000→ 7,500,000 total(indirect: See Footnote)→ Class A Ordinary Shares (7,500,000 underlying) - Conversion
Common Stock
2020-06-24+7,500,000→ 7,500,000 total(indirect: See Footnote) - Other
Common Stock
2020-06-25−3,000,000→ 4,500,000 total(indirect: See Footnote) - Other
Warrants
2020-06-25−6,750,000→ 0 total(indirect: See Footnote)→ Class A Ordinary Shares (0 underlying)
Carroll John
DirectorChief Executive Officer10% Owner
Transactions
- Conversion
Common Stock
2020-06-24+7,500,000→ 7,500,000 total(indirect: See Footnote) - Conversion
Class B Ordinary Shares
2020-06-24−7,500,000→ 7,500,000 total(indirect: See Footnote)→ Class A Ordinary Shares (7,500,000 underlying) - Other
Warrants
2020-06-25−6,750,000→ 0 total(indirect: See Footnote)→ Class A Ordinary Shares (0 underlying) - Other
Common Stock
2020-06-25−3,000,000→ 4,500,000 total(indirect: See Footnote)
Footnotes (6)
- [F1]Prior to the consummation of the issuer's initial business combination on June 25, 2020 (the "Business Combination"), the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding Class B ordinary share of the issuer (the "Founder Shares") was converted into one share of the issuer's common stock (the "common stock"). The reporting persons held 7,500,000 Founder Shares prior to the Business Combination, which were converted into 7,500,000 shares of common stock upon the Domestication.
- [F2]These securities are held by Act II Global LLC (the "Sponsor"). John Carroll is the managing member of the Sponsor. Mr. Carroll has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Carroll disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.
- [F3]In connection with the consummation of the Business Combination, 3,000,000 of the Founder Shares were forfeited by the reporting persons to the issuer for no consideration.
- [F4]Includes 3,000,000 shares of common stock held in an escrow account, subject to vesting and forfeiture based on certain stock price thresholds for the common stock.
- [F5]The Founder Shares were initially convertible into Class A ordinary shares of the issuer at the time of the issuer's initial business combination as described under the heading "Description of Securities-Founder shares" in the issuer's registration statement on Form S-1 (File No. 333-230756) and had no expiration date.
- [F6]In connection with the consummation of the Business Combination, all of the Sponsor's private placement warrants were forfeited by the reporting persons to the issuer for no consideration.
Documents
Issuer
Whole Earth Brands, Inc.
CIK 0001753706
Entity typeother
Related Parties
1- filerCIK 0001425518
Filing Metadata
- Form type
- 4
- Filed
- Jun 25, 8:00 PM ET
- Accepted
- Jun 26, 4:57 PM ET
- Size
- 15.3 KB