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