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Filing Details

Accession Number:: 0001144204-19-046615
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-09-30 21:58:27
Reporting Period:: 2019-09-30

Accepted Time:: 2019-09-30 21:58:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1528930	Franchise Group Inc.	FRGA	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1099408	Kahn Capital Management Llc	4705 S. Apopka Vineland Road Suite 206 Orlando FL 32819	No	No	Yes	No
1455976	Randall Brian Kahn	4705 S. Apopka Vineland Road Suite 206 Orlando FL 32819	Yes	No	Yes	No
1511498	Vintage Capital Management Llc	4705 S. Apopka Vineland Road Suite 206 Orlando FL 32819	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-09-30	1,343,334	$12.00	10,329,429	No	4	P	Indirect	Please see footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Please see footnotes

Footnotes

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.
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, New Holdco Units (as defined below) or shares of Preferred Stock (as defined below), 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein.
On September 30, 2019, pursuant to the terms of the Asset Purchase Agreement (the "Asset Purchase Agreement") entered into by Franchise Group New Holdco, LLC, a direct wholly-owned subsidiary of the Issuer ("New Holdco") and certain entities indirectly controlled by Mr. Kahn (the "Sellers"), two Investment Vehicles controlled by Mr. Kahn were issued an aggregate of approximately 1,343,334 units of New Holdco ("New Holdco Units") and 268,666.80 shares of Voting Non-Economic Preferred Stock of the Issuer ("Preferred Stock"). The New Holdco Units and shares of Preferred Stock were issued as consideration for the sale of 21 Buddy's Home Furnishings stores by the Sellers to New Holdco pursuant to the Asset Purchase Agreement. (continued in footnote 4)
The New Holdco Units were issued based on a price per share of Common Stock of $12.00. Nominal economic value was ascribed to the shares of Preferred Stock pursuant to the Asset Purchase Agreement and the Certificate of Designation of the Preferred Stock (as amended and together with any certificate of increase adopted or approved in respect thereof, the "Certificate of Designation"). 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 and the Certificate of Designation. (continued in footnote 5)
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 as described above in footnote 3.