0001140361-24-035707.txt : 20240805
0001140361-24-035707.hdr.sgml : 20240805
20240805142333
ACCESSION NUMBER: 0001140361-24-035707
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240805
FILED AS OF DATE: 20240805
DATE AS OF CHANGE: 20240805
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ohri Rajnish
CENTRAL INDEX KEY: 0001986387
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38880
FILM NUMBER: 241174250
MAIL ADDRESS:
STREET 1: 125 S. WACKER DRIVE
STREET 2: SUITE 1250
CITY: CHICAGO
STATE: IL
ZIP: 60606
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Whole Earth Brands, Inc.
CENTRAL INDEX KEY: 0001753706
STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060]
ORGANIZATION NAME: 04 Manufacturing
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 125 S. WACKER DRIVE
STREET 2: SUITE 1250
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: 312.8403005
MAIL ADDRESS:
STREET 1: 125 S. WACKER DRIVE
STREET 2: SUITE 1250
CITY: CHICAGO
STATE: IL
ZIP: 60606
FORMER COMPANY:
FORMER CONFORMED NAME: Act II Global Acquisition Corp.
DATE OF NAME CHANGE: 20190321
FORMER COMPANY:
FORMER CONFORMED NAME: ELLENOFF GROSSMAN & SCHOLE
DATE OF NAME CHANGE: 20190321
FORMER COMPANY:
FORMER CONFORMED NAME: Act II Global Acquisition Corp.
DATE OF NAME CHANGE: 20180920
4
1
form4.xml
FORM 4
X0508
4
2024-08-05
true
0001753706
Whole Earth Brands, Inc.
FREE
0001986387
Ohri Rajnish
C/O WHOLE EARTH BRANDS, INC.
125 S. WACKER DRIVE, SUITE 1250
CHICAGO
IL
60606
true
Co-CEO
false
Common Stock
2024-08-05
4
D
0
133232
D
0
D
Restricted Stock Units
2024-08-05
4
D
0
305772
0
D
Common Stock
305772
0
D
Performance-Based Restricted Stock Units
2024-08-05
4
D
0
84428
0
D
Common Stock
84428
0
D
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.
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.
Restricted stock units and performance-based restricted stock units convert into shares of Common Stock on a one-for-one basis.
Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit became fully vested 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 total number of shares of Common Stock underlying the restricted stock units, multiplied by (B) the Per Share Price.
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.
/s/ Rajnish Ohri, by Ira W. Schlussel, as Attorney-in-Fact
2024-08-05