SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person *
Vintage Capital Management LLC

(Last) (First) (Middle)
4705 S. APOPKA VINELAND ROAD SUITE 206

(Street)
ORLANDO FL 32819

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Franchise Group, Inc. [ FRG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 04/24/2020 P 150,000 A $ 10 2,173,590 (1) D (2)
Common Stock 12,721,043.36 (3) I Please see footnotes (4) (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 *
Vintage Capital Management LLC

(Last) (First) (Middle)
4705 S. APOPKA VINELAND ROAD SUITE 206

(Street)
ORLANDO FL 32819

(City) (State) (Zip)
1. Name and Address of Reporting Person *
KAHN CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
4705 S. APOPKA VINELAND ROAD SUITE 206

(Street)
ORLANDO FL 32819

(City) (State) (Zip)
1. Name and Address of Reporting Person *
KAHN BRIAN RANDALL

(Last) (First) (Middle)
4705 S. APOPKA VINELAND ROAD SUITE 206

(Street)
ORLANDO FL 32819

(City) (State) (Zip)
Explanation of Responses:
1. Includes 1,022,217.00 shares of Common Stock received by Brian Kahn and Lauren Kahn, tenants by the entirety, as a pro rata distribution from Vintage RTO, L.P. ("Vintage RTO"), an Investment Vehicle (as defined below), on April 24, 2020. In prior reports, the Reporting Persons (as defined below) reported indirect beneficial ownership of 2,233,218.53 shares of Common Stock held by Vintage RTO, all of which were distributed to limited partners of Vintage RTO pro rata based on each limited partner's economic ownership interest in Vintage RTO on April 24, 2020.
2. 2,172,217.00 of these shares of Common Stock are owned by Brian Kahn and Lauren Kahn as tenants by the entirety.
3. In prior reports, the Reporting Persons reported indirect beneficial ownership of 2,233,218.53 shares of Common Stock held by Vintage RTO, all of which were distributed to limited partners of Vintage RTO pro rata based on each limited partner's economic ownership interest in Vintage RTO on April 24, 2020. See footnote (1).
4. In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Mr. Kahn (together with Vintage Capital and Kahn Capital, the "Reporting Persons"), a citizen of the United States of America, each of whom has the same business address as Vintage Capital. Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein.
5. Mr. Kahn, who serves as (A) the manager and sole member of Kahn Capital; (B) the manager and a member of Vintage Capital; and (C) the manager or other control person of entities that, directly or indirectly, control investment vehicles for which the Reporting Persons, directly or indirectly, act as general partner, manager, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital and Kahn Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein.
Vintage Capital Management, LLC, by: /s/ Brian R. Kahn, Manager 04/28/2020
Kahn Capital Management, LLC, by: /s/ Brian R. Kahn, Manager 04/28/2020
/s/ Brian R. Kahn 04/28/2020
** Signature of Reporting Person Date
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