4//SEC Filing
Seeton Eric F. 4
Accession 0001415889-23-012555
CIK 0001528930other
Filed
Aug 22, 8:00 PM ET
Accepted
Aug 23, 4:15 PM ET
Size
32.0 KB
Accession
0001415889-23-012555
Insider Transaction Report
Form 4
Franchise Group, Inc.FRG FRGAP
Seeton Eric F.
Chief Financial Officer
Transactions
- Exercise/Conversion
Restricted Stock Units
2023-08-21−14,140→ 0 total→ Common Stock (14,140 underlying) - Exercise/Conversion
Restricted Stock Units
2023-08-21−18,629→ 0 total→ Common Stock (18,629 underlying) - Exercise/Conversion
Common Stock
2023-08-21+14,140→ 83,682 total - Exercise/Conversion
Common Stock
2023-08-21+11,790→ 95,472 total - Exercise/Conversion
Common Stock
2023-08-21+18,629→ 114,101 total - Exercise/Conversion
Common Stock
2023-08-21+14,140→ 128,241 total - Exercise/Conversion
Common Stock
2023-08-21+18,629→ 158,660 total - Disposition to Issuer
Common Stock
2023-08-21−69,542→ 0 total - Exercise/Conversion
Performance Restricted Stock Units
2023-08-21−11,790→ 0 total→ Common Stock (11,790 underlying) - Exercise/Conversion
Common Stock
2023-08-21+11,790→ 140,031 total - Disposition to Issuer
Common Stock
2023-08-21−89,118→ 69,542 total - Exercise/Conversion
Performance Restricted Stock Units
2023-08-21−14,140→ 0 total→ Common Stock (14,140 underlying) - Exercise/Conversion
Performance Restricted Stock Units
2023-08-21−18,629→ 0 total→ Common Stock (18,629 underlying) - Exercise/Conversion
Restricted Stock Units
2023-08-21−11,790→ 0 total→ Common Stock (11,790 underlying)
Footnotes (11)
- [F1]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.
- [F10]The restricted stock unit award was granted on February 22, 2022 and was subject to vesting in full on February 22, 2025.
- [F11]The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2026.
- [F2]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.
- [F3]Disposed of in connection with the transactions contemplated by the Merger Agreement.
- [F4]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.
- [F5]When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]The restricted stock unit award was granted on March 5, 2021 and was subject to vesting in full on March 5, 2024.
Documents
Issuer
Franchise Group, Inc.
CIK 0001528930
Entity typeother
Related Parties
1- filerCIK 0001652992
Filing Metadata
- Form type
- 4
- Filed
- Aug 22, 8:00 PM ET
- Accepted
- Aug 23, 4:15 PM ET
- Size
- 32.0 KB