0001213900-23-069474.txt : 20230821 0001213900-23-069474.hdr.sgml : 20230821 20230821170246 ACCESSION NUMBER: 0001213900-23-069474 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230821 FILED AS OF DATE: 20230821 DATE AS OF CHANGE: 20230821 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAULSON RANDALL E CENTRAL INDEX KEY: 0001263385 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35588 FILM NUMBER: 231189866 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Franchise Group, Inc. CENTRAL INDEX KEY: 0001528930 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 273561876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 109 INNOVATION COURT STREET 2: SUITE J CITY: DELAWARE STATE: OH ZIP: 43015 BUSINESS PHONE: 508-630-4426 MAIL ADDRESS: STREET 1: 109 INNOVATION COURT STREET 2: SUITE J CITY: DELAWARE STATE: OH ZIP: 43015 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Tax, Inc. DATE OF NAME CHANGE: 20140714 FORMER COMPANY: FORMER CONFORMED NAME: JTH Holding, Inc. DATE OF NAME CHANGE: 20110830 4 1 ownership.xml X0508 4 2023-08-21 1 0001528930 Franchise Group, Inc. FRG 0001263385 PAULSON RANDALL E 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0 Common Stock, par value $0.01 per share 2023-08-21 4 S 0 40000 D 0 D This statement is being filed by Randall E. Paulson (the "Reporting Person"). In connection with the Issuer's merger (the "Merger") with Freedom VCM Subco, Inc., a Delaware corporation ("Merger Sub") and wholly-owned subsidiary of Freedom VCM, Inc., a Delaware corporation ("Parent"), immediately prior to the effective time of the Merger and pursuant to a rollover agreement dated as of August 10, 2023, by and among the Reporting Person, Freedom VCM Holdings, LLC ("Topco") and B. Riley Private Shares 2023-2 QP, LLC, a Delaware limited liability company ("BRQP") (the "Rollover Agreement"), the Reporting Person contributed each share of common stock of the Issuer held by the Reporting Person to BRQP in exchange for an interest in BRQP calculated pursuant to the Rollover Agreement. (Continued from Footnote 1) Pursuant to a contribution agreement, dated as of August 21, 2023 by and among Topco, BRQP and B. Riley Private Shares 2023-2 QC, LLC, a Delaware limited liability company ("BRQC") (the "Contribution Agreement"), BRQP subsequently contributed each share of common stock of the Issuer held by BRQP to Topco in exchange for a number of common units in Topco calculated pursuant to the Contribution Agreement. /s/ Randall E. Paulson 2023-08-21