0001179110-22-000250.txt : 20220105 0001179110-22-000250.hdr.sgml : 20220105 20220105163609 ACCESSION NUMBER: 0001179110-22-000250 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220103 FILED AS OF DATE: 20220105 DATE AS OF CHANGE: 20220105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wright Lee A. CENTRAL INDEX KEY: 0001531650 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35588 FILM NUMBER: 22511682 MAIL ADDRESS: STREET 1: C/O DIAMOND CASTLE HOLDINGS, LLC STREET 2: 280 PARK AVENUE, 25TH FLOOR, EAST TOWER CITY: NEW YORK STATE: NY ZIP: 10017 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: 1225 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 edgar.xml FORM 4 - X0306 4 2022-01-03 0 0001528930 Franchise Group, Inc. FRG 0001531650 Wright Lee A. 109 INNOVATION COURT, SUITE J DELAWARE OH 43015 0 1 0 0 Chief Commercial Officer Performance Restricted Stock Units 2022-01-03 4 A 0 55556 0 A Common Stock 55556 55556 D Performance Restricted Stock Units 2022-01-03 4 A 0 70000 0 A Common Stock 70000 70000 D Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock ("Common Stock"). The maximum number of PRSUs is presented in the table. The resulting number of shares acquired upon vesting of the PRSU is measured based upon the achievement of certain performance metrics, as determined by the Compensation Committee, over a three-year performance period commencing on January 3, 2022 and ending on December 28, 2024 (the "Performance Period"). Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the Performance Period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the Performance Period. Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share, par value $0.01 per share, of Issuer's common stock. Each PRSU vests two years after Issuer's common stock achieves a total shareholder return of 100% of the grant date closing price of Issuer's common stock (or $71.96, giving effect to cash dividends paid during this period) for 10 consecutive trading days (the "TSR Hurdle"), provided the TSR Hurdle is achieved within three years of the grant date. If the TSR Hurdle is not achieved within three years of the grant date, the PRSUs will expire and are terminated. Upon the achievement of the TSR Hurdle, vesting of the PRSUs will accelerate upon death, disability or qualified retirement and the PRSUs may also accelerate, in certain circumstances, if there is a change in control of Issuer. Dividends will not accrue on the PRSUs until such PRSUs are converted into shares of Issuer's common stock upon vesting. Lee A. Wright 2022-01-05