0001213900-23-069470.txt : 20230821 0001213900-23-069470.hdr.sgml : 20230821 20230821170145 ACCESSION NUMBER: 0001213900-23-069470 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: KELLEHER THOMAS J /ADV CENTRAL INDEX KEY: 0000216309 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35588 FILM NUMBER: 231189863 BUSINESS ADDRESS: STREET 1: 103 PARK TERRACE CITY: WESTMONT STATE: NJ ZIP: 08108 BUSINESS PHONE: 6098580453 MAIL ADDRESS: STREET 1: C/O B. RILEY FINANCIAL, INC. STREET 2: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER NAME: FORMER CONFORMED NAME: KELLEHER THOMAS J /ADV DATE OF NAME CHANGE: 20000101 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 0000216309 KELLEHER THOMAS J /ADV 1958 SMOKEY RIDGE AVENUE WESTLAKE VILLAGE CA 91362 0 0 1 0 0 Common Stock, par value $0.01 per share 2023-08-21 4 S 0 13768 D 0 I See footnote These shares are held by the Kelleher Family Trust (the "Trust") for which Thomas J. Kelleher (the "Reporting Person") acts as trustee. This statement is being filed by 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 7, 2023, by and among the Trust, Freedom VCM Holdings, LLC ("Topco") and B. Riley Private Shares 2023-2 QP, LLC, a Delaware limited liability company ("BRQP") (the "Rollover Agreement"), the Trust contributed each share of common stock of the Issuer held by the Trust to BRQP in exchange for an interest in BRQP calculated pursuant to the Rollover Agreement. (Continued from Footnote 2) 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/ Thomas J. Kelleher 2023-08-21