| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Whole Earth Brands, Inc. [ FREE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/05/2024 | J(1)(2) | 8,905,223(3) | A | (1)(2) | 0 | D(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On August 5, 2024 (the "Effective Time"), Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub") merged with and into the Issuer (the "Merger"), pursuant to an Agreement of Merger, dated February 12, 2024, by and among Sweet Oak Parent LLC (f/k/a Ozark Holdings, LLC), a Delaware limited liability company ("Parent") and Merger Sub, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger Agreement"). Sir Marin E. Franklin ("Sir Martin") is the controlling member of Sababa Partners II LLC, the entity which indirectly has a controlling interest in Parent ("Sababa II"). |
| 2. (Continued from footnote 1) At the Effective Time, the 8,905,223 shares of Common Stock (the "Shares") held by Sababa Holdings FREE LLC ("Sababa") were automatically contributed by Sababa to Sababa II and immediately thereafter, the Shares then held by Sababa II were automatically contributed to Sweet Oak Holdings LP, a Delaware limited partnership and a wholly owned subsidiary of Sababa II ("Sweet Oak Holdings") (in consideration of the issuance by Sweet Oak Holdings of partnership interests therein to Sababa II). The Shares held by Sweet Oak Holdings were then immediately contributed to certain wholly-owned subsidiaries of Sweet Oak Holdings and were then cancelled and ceased to exist pursuant to the Merger Agreement, for no consideration. |
| 3. Prior to the consummation of the Merger, Sababa was the direct beneficial owner of the 8,905,223 shares of Common Stock. Sir Martin is the trustee, settlor and sole beneficiary of the Martin E. Franklin Revocable Trust (the "Franklin Trust") and the manager of Sababa. The Franklin Trust is the sole member of Sababa. Sir Martin is the controlling member of Sababa II. Consequently, Sir Martin and the Franklin Trust may be deemed the beneficial owners of the Shares held by Sababa. Each of Sir Martin and the Franklin Trust expressly disclaim beneficial ownership of any shares not held directly, except to the extent of his or its pecuniary interest. |
| /s/ Sir Martin E. Franklin, Manager | 08/05/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||