4//SEC Filing
Fiaux Bernardo 4
Accession 0001140361-24-035703
CIK 0001753706other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 2:23 PM ET
Size
10.9 KB
Accession
0001140361-24-035703
Insider Transaction Report
Form 4
Fiaux Bernardo
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2024-08-05−149,731→ 0 total - Disposition to Issuer
Performance-Based Restricted Stock Units
2024-08-05−100,000→ 100,000 total→ Common Stock (100,000 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2024-08-05−100,000→ 0 total→ Common Stock (100,000 underlying)
Footnotes (5)
- [F1]On August 5, 2024, the parties to the agreement of merger, dated February 12, 2024 (the "Merger Agreement"), by and among Whole Earth Brands, Inc. (the "Company"), Ozark Holdings, LLC ("Parent") and Sweek Oak Merger Sub, LLC ("Merger Sub"), completed the transactions contemplated thereby, pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Company's common stock ("Common Stock") outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive cash in an amount equal to $4.875 per share (the "Per Share Price"), without interest, and subject to any applicable withholding taxes.
- [F3]Performance-based restricted stock units convert into shares of Common Stock on a one-for-one basis.
- [F4]Pursuant to the Reporting Person's offer letter, immediately prior to the Effective Time, 100,000 performance-based restricted stock units were forfeited to the Company for no consideration.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each performance-based restricted stock unit became fully vested as to the number of shares of Common Stock that would vest based on target level achievement of all performance targets (without application of any modifier) and, after giving effect to such vesting, was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding taxes) equal to (A) the target number of shares of Common Stock underlying the performance-based restricted stock units, multiplied by (B) the Per Share Price.
Documents
Issuer
Whole Earth Brands, Inc.
CIK 0001753706
Entity typeother
Related Parties
1- filerCIK 0001975253
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 2:23 PM ET
- Size
- 10.9 KB