Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Vitamin Shoppe, Inc.VSI · Entity 16967 | 10% owner | January 04, 2018 | January 08, 2018 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
Vitamin Shoppe, Inc.
Report date January 04, 2018 · Filed January 08, 2018
Jointly reported with Vintage Capital Management LLC, KAHN CAPITAL MANAGEMENT LLC
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 3,587,255 |
Last balance in matching sequence
After 2018-01-05 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2018-01-04 · Purchase · Acquired 151,692 · Balance 3,412,255 F1: This price represents the weighted average purchase price of the shares purchased ranging from $4.25 to $4.65 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission (the "SEC"), by Vitamin Shoppe, Inc. (the "Issuer"), or by a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4. F2: 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 Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. Vintage Capital beneficially owns the shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer. F3: (Continued from footnote 2) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. Row 2 · 2018-01-05 · Purchase · Acquired 175,000 · Balance 3,587,255 F4: This price represents the weighted average purchase price of the shares purchased ranging from $4.90 to $5.40 per share, inclusive. Upon request by the staff of the SEC, by the Issuer, or by a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4. F2: 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 Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. Vintage Capital beneficially owns the shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer. F3: (Continued from footnote 2) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. |
Filing footnotes · ownership attribution and instrument terms
F1: This price represents the weighted average purchase price of the shares purchased ranging from $4.25 to $4.65 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission (the "SEC"), by Vitamin Shoppe, Inc. (the "Issuer"), or by a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
F2: 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 Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. Vintage Capital beneficially owns the shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer.
F3: (Continued from footnote 2) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein.
F4: This price represents the weighted average purchase price of the shares purchased ranging from $4.90 to $5.40 per share, inclusive. Upon request by the staff of the SEC, by the Issuer, or by a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4.
Past disclosures · reporting ended (3)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Babcock & Wilcox Enterprises, Inc.
Report date March 25, 2021 · Filed March 26, 2021
Jointly reported with Vintage Capital Management LLC, KAHN CAPITAL MANAGEMENT LLC
Section 16 reporting ended · disclosed 2021-03-26. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, $0.01 par value per shareSEC Table I · non-derivative | Direct | 0 |
Reported balance
After 2021-03-25 transaction · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · 2021-03-25 · Sale · Disposed 10,720,785 · Balance 0 F1: Represents shares held directly by Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"). F2: This Form 4 is being filed jointly by Vintage Capital , Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital") and Brian R. Kahn, a citizen of the United States of America (together with Vintage Capital and Kahn Capital, the "Reporting Persons"). 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. F3: Mr. Kahn, who serves as (A) the manager and sole member of Kahn Capital and (B) the manager and a member 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 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. |
| Common Stock, $0.01 par value per shareSEC Table I · non-derivative | Direct | 64,429 |
Reported balance
Holding disclosure · report date 2021-03-25 · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 2 · Balance 64,429 F4: Represents shares held directly by Brian R. Kahn. |
Filing footnotes · ownership attribution and instrument terms
F1: Represents shares held directly by Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital").
F2: This Form 4 is being filed jointly by Vintage Capital , Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital") and Brian R. Kahn, a citizen of the United States of America (together with Vintage Capital and Kahn Capital, the "Reporting Persons"). 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.
F3: Mr. Kahn, who serves as (A) the manager and sole member of Kahn Capital and (B) the manager and a member 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 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.
F4: Represents shares held directly by Brian R. Kahn.
Franchise Group, Inc.
Report date August 21, 2023 · Filed August 23, 2023
Section 16 reporting ended · disclosed 2023-08-23. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 0 |
Ending reported balance
After 2023-08-21 transaction · row 8
8 source rows · reconciled sequenceRow 1 · 2023-08-21 · Exercise / conversion · Acquired 42,421 · Balance 9,187,263 F1: Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. Row 2 · 2023-08-21 · Exercise / conversion · Acquired 35,369 · Balance 9,222,632 F1: Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. Row 3 · 2023-08-21 · Exercise / conversion · Acquired 55,887 · Balance 9,278,519 F1: Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. Row 4 · 2023-08-21 · Exercise / conversion · Acquired 42,421 · Balance 9,320,940 F2: Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. Row 5 · 2023-08-21 · Exercise / conversion · Acquired 35,369 · Balance 9,356,309 F2: Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. Row 6 · 2023-08-21 · Exercise / conversion · Acquired 55,887 · Balance 9,412,196 F2: Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. Row 7 · 2023-08-21 · Disposition to issuer · Disposed 267,354 · Balance 9,144,842 F3: Disposed of in connection with the transactions contemplated by the Merger Agreement. Row 8 · 2023-08-21 · Disposition to issuer · Disposed 9,144,842 · Balance 0 F4: Pursuant to the Rollover Agreement dated as of May 10, 2023, among the reporting person, Freedom VCM Holdings, LLC ("Topco") and the other signatories thereto , the reporting person agreed to contribute these shares to Topco (the "Rollover") in exchange for common membership interests in Topco, effective as of the effective time of the merger. For purposes of the Rollover, the reporting person's shares were valued at $30.00 per share. |
| Performance Restricted Stock UnitsSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2023-08-21 transaction · row 9
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 9 · 2023-08-21 · Exercise / conversion · Disposed 42,421 · Balance 0 F5: When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. F1: Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. F6: The performance restricted stock unit award was granted on March 5, 2021 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2023. |
| Performance Restricted Stock UnitsSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2023-08-21 transaction · row 10
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 10 · 2023-08-21 · Exercise / conversion · Disposed 35,369 · Balance 0 F5: When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. F1: Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. F7: The performance restricted stock unit award was granted on February 22, 2022 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2024. |
| Performance Restricted Stock UnitsSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2023-08-21 transaction · row 11
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 11 · 2023-08-21 · Exercise / conversion · Disposed 55,887 · Balance 0 F5: When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. F1: Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. F8: The performance restricted stock unit award was granted on February 24, 2023 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on January 3, 2026. |
| Restricted Stock UnitsSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2023-08-21 transaction · row 12
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 12 · 2023-08-21 · Exercise / conversion · Disposed 42,421 · Balance 0 F5: When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. F2: Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. F9: The restricted stock unit award was granted on March 5, 2021 and was subject to vesting in full on March 5, 2024. |
| Restricted Stock UnitsSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2023-08-21 transaction · row 13
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 13 · 2023-08-21 · Exercise / conversion · Disposed 35,369 · Balance 0 F5: When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. F2: Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. F10: The restricted stock unit award was granted on February 22, 2022 and was subject to vesting in full on February 22, 2025. |
| Restricted Stock UnitsSEC Table II · derivative / convertible security | Direct | 0 |
Reported balance
After 2023-08-21 transaction · row 14
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 14 · 2023-08-21 · Exercise / conversion · Disposed 55,887 · Balance 0 F5: When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock. F2: Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld. F11: The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2026. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Franchise Group, Inc., a Delaware corporation, Freedom VCM, Inc., a Delaware corporation (the "Parent"), and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, at the Effective Time (as defined therein), each outstanding performance restricted stock unit automatically accelerated and vested in full and at target performance, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld.
F2: Pursuant to the Merger Agreement, at the Effective Time (as defined therein), each outstanding restricted stock unit automatically accelerated and vested in full, and converted into the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of shares of common stock subject to such restricted stock unit immediately prior to the Effective Time by (B) $30.00, less applicable taxes required to be withheld.
F3: Disposed of in connection with the transactions contemplated by the Merger Agreement.
F4: Pursuant to the Rollover Agreement dated as of May 10, 2023, among the reporting person, Freedom VCM Holdings, LLC ("Topco") and the other signatories thereto , the reporting person agreed to contribute these shares to Topco (the "Rollover") in exchange for common membership interests in Topco, effective as of the effective time of the merger. For purposes of the Rollover, the reporting person's shares were valued at $30.00 per share.
F5: When granted, each unit represented a contingent right to receive one share of Franchise Group, Inc. common stock.
F6: The performance restricted stock unit award was granted on March 5, 2021 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2023.
F7: The performance restricted stock unit award was granted on February 22, 2022 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on December 31, 2024.
F8: The performance restricted stock unit award was granted on February 24, 2023 and the number of shares to be acquired upon vesting was subject to the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period ending on January 3, 2026.
F9: The restricted stock unit award was granted on March 5, 2021 and was subject to vesting in full on March 5, 2024.
F10: The restricted stock unit award was granted on February 22, 2022 and was subject to vesting in full on February 22, 2025.
F11: The restricted stock unit award was granted on February 24, 2023 and was subject to vesting in full on February 24, 2026.
RED ROBIN GOURMET BURGERS INC
Report date June 09, 2020 · Filed June 11, 2020
Jointly reported with Vintage Capital Management LLC, KAHN CAPITAL MANAGEMENT LLC
Section 16 reporting ended · disclosed 2020-06-11. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, par value $0.001 per share ("Common Stock")SEC Table I · non-derivative | IndirectSee Footnotes | 940,792 |
Reported balance
After 2020-06-09 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2020-06-09 · Sale · Disposed 559,208 · Balance 940,792 F2: See Exhibit 99.1 - Explanation of Responses. F1: See Exhibit 99.1 - Explanation of Responses. |
| Common Stock, par value $0.001 per share ("Common Stock")SEC Table I · non-derivative | IndirectSee Footnotes | 640,100 |
Reported balance
After 2020-06-10 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2020-06-10 · Sale · Disposed 300,692 · Balance 640,100 F3: See Exhibit 99.1 - Explanation of Responses. F1: See Exhibit 99.1 - Explanation of Responses. |
Filing footnotes · ownership attribution and instrument terms
F1: See Exhibit 99.1 - Explanation of Responses.
F2: See Exhibit 99.1 - Explanation of Responses.
F3: See Exhibit 99.1 - Explanation of Responses.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| September 12, 2020 Filed Sep 15, 2020 19:06 UTC | Franchise Group, Inc. FRG · Entity 110293 | Exercise / conversionCommon Stock | 1,816 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001179110-20-009800 · edgar.xml · nonDerivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 178,189 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · kind: Represents the conversion upon vesting of restricted stock units into Common Stock. On September 12, 2019, the reporting person was granted 1816 restricted stock units, of which all of the shares subject to the restricted stock units vested on September 12, 2020. Such restricted stock units were previously reported in Table II on the Form 4/A filed with the Securities and Exchange Commission on September 18, 2019. F1 · price: Each restricted stock unit represents the right to receive, upon vesting, one share of Common Stock. Read SEC document |
| September 04, 2020 Filed Sep 9, 2020 21:42 UTC | Babcock & Wilcox Enterprises, Inc. BW · Entity 4934 | OtherCommon Stock, $0.01 par value per share | 2,942,319 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-20-103609 · tm2030535d2_4.xml · nonDerivative · entry 3 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 10,720,785 F4 · price: Represents shares distributed to investors in Vintage Capital. F1 · ownership.nature: This Form 4 is being filed jointly by Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital") and Brian R. Kahn, a citizen of the United States of America (together with Vintage Capital and Kahn Capital, the "Reporting Persons"). 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. F2 · ownership.nature: Mr. Kahn, who serves as (A) the manager and sole member of Kahn Capital and (B) the manager and a member 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 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. F4 · ownership.nature: Represents shares distributed to investors in Vintage Capital. Read SEC document |
| September 04, 2020 Filed Sep 9, 2020 21:42 UTC | Babcock & Wilcox Enterprises, Inc. BW · Entity 4934 | SaleCommon Stock, $0.01 par value per share | 2,040,816 | $2.45 | $4,999,999.20 |
DisclosureSEC source: 0001104659-20-103609 · tm2030535d2_4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 13,663,104 F1 · ownership.direct: This Form 4 is being filed jointly by Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital") and Brian R. Kahn, a citizen of the United States of America (together with Vintage Capital and Kahn Capital, the "Reporting Persons"). 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. F2 · ownership.direct: Mr. Kahn, who serves as (A) the manager and sole member of Kahn Capital and (B) the manager and a member 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 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. Read SEC document |
| September 02, 2020 Filed Sep 3, 2020 08:43 UTC | Franchise Group, Inc. FRG · Entity 110293 | PurchaseCommon Stock | 175,000 | $25.50 | $4,462,500.00 |
DisclosureSEC source: 0001179110-20-009499 · edgar.xml · nonDerivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 176,373 F1 · shares: On September 2, 2020, in connection with a private sale transaction, joint tenants associated with the Reporting Person purchased 175,000 shares of Issuer's common stock at a per share price of $25.50. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| July 31, 2020 Filed Aug 4, 2020 09:35 UTC | Franchise Group, Inc. FRG · Entity 110293 | OtherCommon Stock | 5,512,484 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-20-090007 · tm2026516d1_4.xml · nonDerivative · entry 2 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 7,608,559.36 F3 · balance_after: Includes, as previously reported on the Form 4 for Brian R. Kahn filed on July 30, 2020, 400,000.00 shares of Common Stock acquired by Brian R. Kahn Irrevocable Trust dated October 29, 2009 on July 30, 2020. In prior reports, the Reporting Persons reported indirect beneficial ownership of 4,437,333.00 shares of Common Stock held by Stefac LP, 3,437,333.00 of which were distributed to limited partners of Stefac LP pro rata based on each limited partner's economic ownership interest in Stefac LP on July 31, 2020 and (b) 2,075,151.00 shares of Common Stock held by Vintage Tributum LP, all of which were distributed to limited partners of Vintage Tributum LP pro rata based on each limited partner's economic ownership interest in Vintage Tributum LP on July 31, 2020. See footnote (1). F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| July 31, 2020 Filed Aug 4, 2020 09:35 UTC | Franchise Group, Inc. FRG · Entity 110293 | OtherCommon Stock | 2,889,038 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-20-090007 · tm2026516d1_4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 5,062,628 F1 · balance_after: Includes an aggregate 2,889,038 shares of Common Stock received by Brian Kahn and Lauren Kahn, tenants by the entirety, as a pro rata distribution from Stefac LP and Vintage Tributum LP, each an Investment Vehicle (as defined below), on July 31, 2020. In prior reports, the Reporting Persons (as defined below) reported indirect beneficial ownership of (a) 4,437,333.00 shares of Common Stock held by Stefac LP, 3,437,333.00 of which were distributed to limited partners of Stefac LP pro rata based on each limited partner's economic ownership interest in Stefac LP on July 31, 2020 and (b) 2,075,151.00 shares of Common Stock held by Vintage Tributum LP, all of which were distributed to limited partners of Vintage Tributum LP pro rata based on each limited partner's economic ownership interest in Vintage Tributum LP on July 31, 2020. F2 · ownership.direct: 5,061,255.00 of these shares of Common Stock are owned by Brian Kahn and Lauren Kahn as tenants by the entirety. Read SEC document |
| July 30, 2020 Filed Jul 30, 2020 17:34 UTC | Franchise Group, Inc. FRG · Entity 110293 | PurchaseCommon Stock | 400,000 | $23.25 | $9,300,000.00 |
DisclosureSEC source: 0001179110-20-008563 · edgar.xml · nonDerivative · entry 2 KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · Brian R. Kahn Irrevocable Trust Disclosed balance after: 400,000 F1 · shares: On July 30, 2020, in connection with a private sale transaction, a trust associated with the Reporting Person purchased 400,000 shares of Issuer's common stock at a per share price of $23.25. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of any pecuniary interest therein. Read SEC document |
| June 10, 2020 Filed Jun 11, 2020 08:31 UTC | RED ROBIN GOURMET BURGERS INC RRGB · Entity 6468 | SaleCommon Stock, par value $0.001 per share ("Common Stock") | 300,692 | $14.76 | $4,439,236.27 |
DisclosureSEC source: 0001567619-20-011971 · doc1.xml · nonDerivative · entry 2 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner · See Remarks KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 640,100 F3 · price: See Exhibit 99.1 - Explanation of Responses. F1 · ownership.nature: See Exhibit 99.1 - Explanation of Responses. F3 · ownership.nature: See Exhibit 99.1 - Explanation of Responses. Read SEC document |
| June 09, 2020 Filed Jun 11, 2020 08:31 UTC | RED ROBIN GOURMET BURGERS INC RRGB · Entity 6468 | SaleCommon Stock, par value $0.001 per share ("Common Stock") | 559,208 | $18.48 | $10,332,877.66 |
DisclosureSEC source: 0001567619-20-011971 · doc1.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner · See Remarks KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 940,792 F2 · price: See Exhibit 99.1 - Explanation of Responses. F1 · ownership.nature: See Exhibit 99.1 - Explanation of Responses. F2 · ownership.nature: See Exhibit 99.1 - Explanation of Responses. Read SEC document |
| April 24, 2020 Filed Apr 28, 2020 19:23 UTC | Franchise Group, Inc. FRG · Entity 110293 | PurchaseCommon Stock | 150,000 | $10.00 | $1,500,000.00 |
DisclosureSEC source: 0001104659-20-052573 · tm2017999-1_4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,173,590 F1 · balance_after: 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. F2 · ownership.direct: 2,172,217.00 of these shares of Common Stock are owned by Brian Kahn and Lauren Kahn as tenants by the entirety. Read SEC document |
| April 01, 2020 Filed Apr 2, 2020 19:41 UTC | Franchise Group, Inc. FRG · Entity 110293 | ConversionCommon Units · Derivative | 2,233,218.53 | $12.00 Strike: $0.00 | $26,798,622.36 |
DisclosureSEC source: 0001104659-20-042622 · tm2014877-2_4.xml · derivative · entry 4 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 0 Underlying: Common Stock · 2,233,218.53 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · kind: On April 1, 2020, in accordance with the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock, one of the Investment Vehicles elected to cause New Holdco and the Issuer to redeem (i) 2,233,218.53 New Holdco Units and (ii) 446,643.71 shares of Preferred Stock, respectively, in exchange for 2,233,218.53 shares of Common Stock. Because the number of shares of Common Stock presented on Forms 4 previously filed by the Reporting Persons included such New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis, such redemption did not result in a change in the aggregate amount of Common Stock beneficially owned by the Reporting Persons as reported on this Form 4. F9 · price: The per unit price of the derivative securities was previously reported by the Reporting Persons on a Form 4 filed by the Reporting Persons with the SEC on March 27, 2020 as $8.88 in error. The per unit price of all of the New Holdco Units redeemed at the election of the Investment Vehicles is $12.00 per New Holdco Unit. F8 · derivative.expiration_date: The right to elect to cause New Holdco and the Issuer to redeem the New Holdco Units and Preferred Stock described in footnote (4) expires upon a "Change of Control" of New Holdco, as defined in the New Holdco LLC Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 11, 2019, a dissolution of New Holdco in accordance with the terms of the New Holdco LLC Agreement, or as otherwise provided in the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock. F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock and/or owned common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco") and shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. F3 · ownership.nature: (Continued from footnote 2) Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F4 · ownership.nature: The number of shares of Common Stock presented on Forms 4 previously filed by the Reporting Persons included the New Holdco Units and shares of Preferred Stock previously held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles were permitted to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco (the "New Holdco LLC Agreement") and the Certificate of Designation of the Preferred Stock. Read SEC document |
| April 01, 2020 Filed Apr 2, 2020 19:41 UTC | Franchise Group, Inc. FRG · Entity 110293 | OtherVoting Non-Economic Preferred Stock | 446,643.71 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-20-042622 · tm2014877-2_4.xml · nonDerivative · entry 3 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 0 F5 · kind: On April 1, 2020, in accordance with the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock, one of the Investment Vehicles elected to cause New Holdco and the Issuer to redeem (i) 2,233,218.53 New Holdco Units and (ii) 446,643.71 shares of Preferred Stock, respectively, in exchange for 2,233,218.53 shares of Common Stock. Because the number of shares of Common Stock presented on Forms 4 previously filed by the Reporting Persons included such New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis, such redemption did not result in a change in the aggregate amount of Common Stock beneficially owned by the Reporting Persons as reported on this Form 4. F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock and/or owned common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco") and shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. F3 · ownership.nature: (Continued from footnote 2) Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F4 · ownership.nature: The number of shares of Common Stock presented on Forms 4 previously filed by the Reporting Persons included the New Holdco Units and shares of Preferred Stock previously held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles were permitted to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco (the "New Holdco LLC Agreement") and the Certificate of Designation of the Preferred Stock. Read SEC document |
| April 01, 2020 Filed Apr 2, 2020 19:41 UTC | Franchise Group, Inc. FRG · Entity 110293 | ConversionCommon Stock | 2,233,218.53 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-20-042622 · tm2014877-2_4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 14,954,261.89 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · kind: On April 1, 2020, in accordance with the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock, one of the Investment Vehicles elected to cause New Holdco and the Issuer to redeem (i) 2,233,218.53 New Holdco Units and (ii) 446,643.71 shares of Preferred Stock, respectively, in exchange for 2,233,218.53 shares of Common Stock. Because the number of shares of Common Stock presented on Forms 4 previously filed by the Reporting Persons included such New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis, such redemption did not result in a change in the aggregate amount of Common Stock beneficially owned by the Reporting Persons as reported on this Form 4. F6 · balance_after: The number of shares of Common Stock beneficially owned by the Reporting Persons was previously reported by the Reporting Persons following the Reported Transaction(s) in the first row of the Form 4 filed by the Reporting Persons with the SEC on March 27, 2020 as 14,954,261.86 rather than 14,954,261.89 due to a rounding error. F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock and/or owned common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco") and shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. F3 · ownership.nature: (Continued from footnote 2) Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F4 · ownership.nature: The number of shares of Common Stock presented on Forms 4 previously filed by the Reporting Persons included the New Holdco Units and shares of Preferred Stock previously held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles were permitted to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco (the "New Holdco LLC Agreement") and the Certificate of Designation of the Preferred Stock. Read SEC document |
| March 26, 2020 Filed Mar 30, 2020 18:57 UTC | Franchise Group, Inc. FRG · Entity 110293 | ConversionCommon Units · Derivative | 3,937,726.03 | $8.88 Strike: $0.00 | $34,967,007.15 |
DisclosureSEC source: 0001104659-20-040635 · tm2014257d1_form4.xml · derivative · entry 4 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 2,233,218.53 Underlying: Common Stock · 3,937,726 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · kind: On March 26, 2020, in accordance with the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock, one of the Investment Vehicles elected to cause New Holdco and the Issuer to redeem (i) 3,937,726.03 New Holdco Units and (ii) 787,545.21 shares of Preferred Stock, respectively, in exchange for 3,937,726 shares of Common Stock. F7 · derivative.expiration_date: The right to elect to cause New Holdco and the Issuer to redeem the New Holdco Units and Preferred Stock described in footnote (3) expires upon a "Change of Control" of New Holdco, as defined in the New Holdco LLC Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 11, 2019, a dissolution of New Holdco in accordance with the terms of the New Holdco LLC Agreement, or as otherwise provided in the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock. F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. F3 · ownership.nature: (Continued from footnote 2) Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F4 · ownership.nature: The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco (the "New Holdco LLC Agreement") and the Certificate of Designation of the Preferred Stock. Read SEC document |
| March 26, 2020 Filed Mar 30, 2020 18:57 UTC | Franchise Group, Inc. FRG · Entity 110293 | OtherVoting Non-Economic Preferred Stock | 787,545.21 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-20-040635 · tm2014257d1_form4.xml · nonDerivative · entry 3 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 446,643.71 F5 · kind: On March 26, 2020, in accordance with the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock, one of the Investment Vehicles elected to cause New Holdco and the Issuer to redeem (i) 3,937,726.03 New Holdco Units and (ii) 787,545.21 shares of Preferred Stock, respectively, in exchange for 3,937,726 shares of Common Stock. F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. F3 · ownership.nature: (Continued from footnote 2) Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F4 · ownership.nature: The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco (the "New Holdco LLC Agreement") and the Certificate of Designation of the Preferred Stock. Read SEC document |
| March 26, 2020 Filed Mar 30, 2020 18:57 UTC | Franchise Group, Inc. FRG · Entity 110293 | ConversionCommon Stock | 3,937,726 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-20-040635 · tm2014257d1_form4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 14,954,261.86 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · kind: On March 26, 2020, in accordance with the New Holdco LLC Agreement and the Certificate of Designation of the Preferred Stock, one of the Investment Vehicles elected to cause New Holdco and the Issuer to redeem (i) 3,937,726.03 New Holdco Units and (ii) 787,545.21 shares of Preferred Stock, respectively, in exchange for 3,937,726 shares of Common Stock. F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. F3 · ownership.nature: (Continued from footnote 2) Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F4 · ownership.nature: The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco (the "New Holdco LLC Agreement") and the Certificate of Designation of the Preferred Stock. Read SEC document |
| March 05, 2020 Filed Mar 9, 2020 17:34 UTC | Franchise Group, Inc. FRG · Entity 110293 | GrantRestricted Stock Units · Derivative | 60,484 | $0.00 | $0.00 |
DisclosureSEC source: 0001179110-20-003328 · edgar.xml · derivative · entry 2 KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 60,484 Underlying: Common Stock · 60,484 shares Expires not disclosed F2 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of Issuer's Common Stock. F3 · derivative.exercise_date: Each year for three years starting March 5, 2021, one-third of the restricted stock units shall become vested provided that the reporting person is in the employ of the Issuer at the time of such vesting. F3 · derivative.expiration_date: Each year for three years starting March 5, 2021, one-third of the restricted stock units shall become vested provided that the reporting person is in the employ of the Issuer at the time of such vesting. Read SEC document |
| March 05, 2020 Filed Mar 9, 2020 17:34 UTC | Franchise Group, Inc. FRG · Entity 110293 | GrantPerformance Restricted Stock Units · Derivative | 60,484 | $0.00 | $0.00 |
DisclosureSEC source: 0001179110-20-003328 · edgar.xml · derivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 60,484 Underlying: Common Stock · 60,484 shares Expires not disclosed F1 · derivative.exercise_price: Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock ("Common Stock"). The maximum number of PRSUs is presented in the table. The resulting number of shares acquired upon vesting of the PRSU is measured based upon the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period commencing on January 1, 2020 and ending on December 31, 2022 (the "Performance Period"). Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the Performance Period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the Performance Period. F1 · derivative.exercise_date: Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock ("Common Stock"). The maximum number of PRSUs is presented in the table. The resulting number of shares acquired upon vesting of the PRSU is measured based upon the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period commencing on January 1, 2020 and ending on December 31, 2022 (the "Performance Period"). Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the Performance Period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the Performance Period. F1 · derivative.expiration_date: Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock ("Common Stock"). The maximum number of PRSUs is presented in the table. The resulting number of shares acquired upon vesting of the PRSU is measured based upon the achievement of certain performance metrics tied to adjusted EBITDA and free cash flow, as determined by the Compensation Committee at the time of grant, over a three-year performance period commencing on January 1, 2020 and ending on December 31, 2022 (the "Performance Period"). Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the Performance Period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the Performance Period. Read SEC document |
| January 03, 2020 Filed Jan 6, 2020 06:37 UTC | Franchise Group, Inc. FRG · Entity 110293 | PurchaseCommon Stock | 2,354,000 | $12.00 | $28,248,000.00 |
DisclosureSEC source: 0001104659-20-001241 · tm201270-2_4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 14,954,261.89 F1 · ownership.nature: 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. F2 · ownership.nature: 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, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. F3 · ownership.nature: Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F4 · ownership.nature: On January 3, 2020, an Investment Vehicle controlled by the Reporting Persons purchased 2,354,000 shares of Common Stock from the Issuer for an aggregate purchase price of $28,248,000.00 at a per share price of $12.00. F5 · ownership.nature: The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation of the Preferred Stock. Read SEC document |
| December 16, 2019 Filed Dec 17, 2019 10:55 UTC | Franchise Group, Inc. FRG · Entity 110293 | PurchaseCommon Stock | 750,000 | $12.00 | $9,000,000.00 |
DisclosureSEC source: 0001104659-19-073276 · tm1926401-1_4.xml · nonDerivative · entry 2 Vintage Capital Management LLC · CIK 0001511498 · Director · Chief Executive Officer · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 13,600,261.89 F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. F3 · ownership.nature: Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F5 · ownership.nature: On December 16, 2019, an Investment Vehicle controlled by the Reporting Persons purchased 750,000 shares of Common Stock from the Issuer for an aggregate purchase price of $9,000,000 at a per share price of $12.00. F6 · ownership.nature: The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation of the Preferred Stock. Read SEC document |
| December 16, 2019 Filed Dec 17, 2019 10:55 UTC | Franchise Group, Inc. FRG · Entity 110293 | PurchaseCommon Stock | 187,500 | $12.00 | $2,250,000.00 |
DisclosureSEC source: 0001104659-19-073276 · tm1926401-1_4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · Director · Chief Executive Officer · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 12,850,261.89 F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. F3 · ownership.nature: Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F4 · ownership.nature: On December 16, 2019, an Investment Vehicle controlled by the Reporting Persons purchased 187,500 shares of Common Stock from the Issuer for an aggregate purchase price of $2,250,000 at a per share price of $12.00. F6 · ownership.nature: The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation of the Preferred Stock. Read SEC document |
| December 13, 2019 Filed Dec 17, 2018 18:48 UTC | Franchise Group, Inc. TAX · Entity 110293 | GrantEmployee Stock Options (Right to Buy) · Derivative | 13,889 | $0.00 Strike: $12.01 | $0.00 |
DisclosureSEC source: 0001179110-18-013998 · edgar.xml · derivative · entry 2 KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 13,889 Underlying: Class A Common Stock · 13,889 shares Expires 2023-12-13 Read SEC document |
| December 13, 2019 Filed Dec 17, 2019 21:34 UTC | Franchise Group, Inc. FRG · Entity 110293 | Exercise / conversionRestricted Stock Units · Derivative | 1,804 | $0.00 | $0.00 |
DisclosureSEC source: 0001179110-19-012968 · edgar.xml · derivative · entry 3 KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 1,804 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each restricted stock unit represents the right to receive, upon vesting, one share of Common Stock. F2 · derivative.exercise_date: The restricted stock unit award was granted on December 13, 2018 and vested in full on December 13, 2019. F2 · derivative.expiration_date: The restricted stock unit award was granted on December 13, 2018 and vested in full on December 13, 2019. Read SEC document |
| December 13, 2019 Filed Dec 17, 2019 21:34 UTC | Franchise Group, Inc. FRG · Entity 110293 | Tax withholdingCommon Stock | 431 | $17.30 | $7,456.30 |
DisclosureSEC source: 0001179110-19-012968 · edgar.xml · nonDerivative · entry 2 KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,373 F4 · shares: Reflects 431 shares withheld by Issuer at market price of $17.30 per share to fund the payment of taxes for the conversion. Read SEC document |
| December 13, 2019 Filed Dec 17, 2019 21:34 UTC | Franchise Group, Inc. FRG · Entity 110293 | Exercise / conversionCommon Stock | 1,804 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001179110-19-012968 · edgar.xml · nonDerivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,804 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · kind: Represents the conversion upon vesting of restricted stock units into Common Stock. On December 13, 2018, the reporting person was granted 1804 restricted stock units, of which all of the shares subject to the restricted stock units vested on December 13, 2019. Such restricted stock units were previously reported in Table II on the Form 4 filed with the Securities and Exchange Commission on December 17, 2018. F1 · price: Each restricted stock unit represents the right to receive, upon vesting, one share of Common Stock. Read SEC document |
| December 05, 2019 Filed Dec 9, 2019 06:03 UTC | Franchise Group, Inc. FRG · Entity 110293 | GrantPerformance Restricted Stock Units · Derivative | 200,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001179110-19-012532 · edgar.xml · derivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 200,000 Underlying: Common Stock · 200,000 shares Expires not disclosed F1 · derivative.exercise_price: Each performance restricted stock unit ("PRSUs") represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock. The maximum number of PRSUs is presented in the table. The resulting number of shares acquired upon vesting of the PRSU is measured as the absolute total share return of the price of Issuer's common stock over a three-year performance period commencing on September 30, 2019 and ending on September 30, 2022 (the "Performance Period"). The Issuer's total share return over the Performance Period will be measured against a peer group of companies selected by the Compensation Committee that is in effect on the date of grant. Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the Performance Period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the Performance Period. F1 · derivative.exercise_date: Each performance restricted stock unit ("PRSUs") represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock. The maximum number of PRSUs is presented in the table. The resulting number of shares acquired upon vesting of the PRSU is measured as the absolute total share return of the price of Issuer's common stock over a three-year performance period commencing on September 30, 2019 and ending on September 30, 2022 (the "Performance Period"). The Issuer's total share return over the Performance Period will be measured against a peer group of companies selected by the Compensation Committee that is in effect on the date of grant. Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the Performance Period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the Performance Period. F1 · derivative.expiration_date: Each performance restricted stock unit ("PRSUs") represents a contingent right to receive one share, par value $0.01 per share of Issuer's common stock. The maximum number of PRSUs is presented in the table. The resulting number of shares acquired upon vesting of the PRSU is measured as the absolute total share return of the price of Issuer's common stock over a three-year performance period commencing on September 30, 2019 and ending on September 30, 2022 (the "Performance Period"). The Issuer's total share return over the Performance Period will be measured against a peer group of companies selected by the Compensation Committee that is in effect on the date of grant. Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the Performance Period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the Performance Period. Read SEC document |
| October 23, 2019 Filed Oct 23, 2019 21:52 UTC | Franchise Group, Inc. FRGA · Entity 110293 | PurchaseCommon Stock | 1,000,000 | $12.00 | $12,000,000.00 |
DisclosureSEC source: 0001104659-19-055937 · tm1920883-1_form4.xml · nonDerivative · entry 2 Vintage Capital Management LLC · CIK 0001511498 · Director · Chief Executive Officer · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,662,761.89 F1 · ownership.direct: 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. F2 · ownership.direct: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct wholly-owned subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. (continued in footnote 3) F3 · ownership.direct: Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F5 · ownership.direct: On October 23, 2019, Mr. Kahn and his spouse, Lauren Kahn, as tenants by the entirety, purchased 1,000,000.00 shares of Common Stock from the Issuer for an aggregate purchase price of $12,000,000 at a per share price of $12.00. F6 · ownership.direct: The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation of the Preferred Stock. Read SEC document |
| October 23, 2019 Filed Oct 23, 2019 21:52 UTC | Franchise Group, Inc. FRGA · Entity 110293 | PurchaseCommon Stock | 1,333,333.33 | $12.00 | $15,999,999.96 |
DisclosureSEC source: 0001104659-19-055937 · tm1920883-1_form4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · Director · Chief Executive Officer · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 11,662,761.89 F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, common units ("New Holdco Units") of Franchise Group New Holdco, LLC, a direct wholly-owned subsidiary of the Issuer ("New Holdco"), or shares of Voting Non-Economic Preferred Stock ("Preferred Stock") of the Issuer, 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. (continued in footnote 3) F3 · ownership.nature: Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F4 · ownership.nature: On October 23, 2019, an Investment Vehicle controlled by the Reporting Persons purchased 1,333,333.33 shares of Common Stock from the Issuer for an aggregate purchase price of $16,000,000 at a per share price of $12.00. F6 · ownership.nature: The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis. Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation of the Preferred Stock. Read SEC document |
| September 30, 2019 Filed Sep 30, 2019 21:58 UTC | Franchise Group, Inc. FRGA · Entity 110293 | PurchaseCommon Stock | 1,343,334 | $12.00 | $16,120,008.00 |
DisclosureSEC source: 0001144204-19-046615 · tv530418_form4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 10,329,428.89 F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, New Holdco Units (as defined below) or shares of Preferred Stock (as defined below), 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. F3 · ownership.nature: On September 30, 2019, pursuant to the terms of the Asset Purchase Agreement (the "Asset Purchase Agreement") entered into by Franchise Group New Holdco, LLC, a direct wholly-owned subsidiary of the Issuer ("New Holdco") and certain entities indirectly controlled by Mr. Kahn (the "Sellers"), two Investment Vehicles controlled by Mr. Kahn were issued an aggregate of approximately 1,343,334 units of New Holdco ("New Holdco Units") and 268,666.80 shares of Voting Non-Economic Preferred Stock of the Issuer ("Preferred Stock"). The New Holdco Units and shares of Preferred Stock were issued as consideration for the sale of 21 Buddy's Home Furnishings stores by the Sellers to New Holdco pursuant to the Asset Purchase Agreement. (continued in footnote 4) F4 · ownership.nature: The New Holdco Units were issued based on a price per share of Common Stock of $12.00. Nominal economic value was ascribed to the shares of Preferred Stock pursuant to the Asset Purchase Agreement and the Certificate of Designation of the Preferred Stock (as amended and together with any certificate of increase adopted or approved in respect thereof, the "Certificate of Designation"). Following an initial six-month lockup period beginning on the date that the applicable New Holdco Units and shares of Preferred Stock were issued to the applicable Investment Vehicles, such applicable Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Unit and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock in accordance with the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation. (continued in footnote 5) F5 · ownership.nature: The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis as described above in footnote 3. Read SEC document |
| September 12, 2019 Filed Sep 16, 2019 18:49 UTC | Franchise Group, Inc. TAXA · Entity 110293 | GrantEmployee Stock Options (Right to Buy) · Derivative | 4,690 | $0.00 Strike: $11.88 | $0.00 |
DisclosureSEC source: 0001179110-19-010379 · edgar.xml · derivative · entry 2 KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,690 Underlying: Common Stock · 4,690 shares Expires 2024-09-12 Read SEC document |
| September 12, 2019 Filed Sep 16, 2019 18:49 UTC | Franchise Group, Inc. TAXA · Entity 110293 | GrantRestricted Stock Units · Derivative | 1,823 | $0.00 | $0.00 |
DisclosureSEC source: 0001179110-19-010379 · edgar.xml · derivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,823 Underlying: Common Stock · 1,823 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of Liberty Tax, Inc. Common Stock. F2 · derivative.exercise_date: The restricted stock unit award was granted on September 12, 2019 and vests in full on September 12, 2020. F2 · derivative.expiration_date: The restricted stock unit award was granted on September 12, 2019 and vests in full on September 12, 2020. Read SEC document |
| September 12, 2019 Filed Sep 18, 2019 16:30 UTC Amendment | Franchise Group, Inc. TAXA · Entity 110293 | GrantEmployee Stock Options (Right to Buy) · Derivative | 4,690 | $0.00 Strike: $11.93 | $0.00 |
DisclosureSEC source: 0001179110-19-010456 · edgar.xml · derivative · entry 2 KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,690 Underlying: Common Stock · 4,690 shares Expires 2024-09-12 F4 · derivative.exercise_price: This Amended Form 4 is also being filed to correct the exercise price of the options awarded for the close of market price of Liberty Tax, Inc. Common Stock on September 12, 2019. Read SEC document |
| September 12, 2019 Filed Sep 18, 2019 16:30 UTC Amendment | Franchise Group, Inc. TAXA · Entity 110293 | GrantRestricted Stock Units · Derivative | 1,816 | $0.00 | $0.00 |
DisclosureSEC source: 0001179110-19-010456 · edgar.xml · derivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,816 Underlying: Common Stock · 1,816 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of Liberty Tax, Inc. Common Stock. F3 · shares: Due to a miscalculation, the amount of restricted stock units awarded was misstated on the Form 4 filed on September 16, 2019. This Amended Form 4 is being filed to report the correct amount of restricted stock units awarded. F2 · derivative.exercise_date: The restricted stock unit award was granted on September 12, 2019 and vests in full on September 12, 2020. F2 · derivative.expiration_date: The restricted stock unit award was granted on September 12, 2019 and vests in full on September 12, 2020. Read SEC document |
| September 12, 2019 Filed Sep 27, 2019 16:19 UTC Amendment | Franchise Group, Inc. FRGA · Entity 110293 | GrantEmployee Stock Options (Right to Buy) · Derivative | 9,299 | $0.00 Strike: $11.93 | $0.00 |
DisclosureSEC source: 0001179110-19-010698 · edgar.xml · derivative · entry 2 KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 9,299 Underlying: Common Stock · 9,299 shares Expires 2024-09-12 F3 · shares: Due to a miscalculation, the amount of employee stock options awarded was misstated on the Form 4 filed on September 16, 2019. This Amended Form 4 is being filed to report the correct amount of employee stock options awarded. Read SEC document |
| September 12, 2019 Filed Sep 27, 2019 16:19 UTC Amendment | Franchise Group, Inc. FRGA · Entity 110293 | GrantRestricted Stock Units · Derivative | 1,816 | $0.00 | $0.00 |
DisclosureSEC source: 0001179110-19-010698 · edgar.xml · derivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,816 Underlying: Common Stock · 1,816 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of Franchise Group, Inc. Common Stock. F2 · derivative.exercise_date: The restricted stock unit award was granted on September 12, 2019 and vests in full on September 12, 2020. F2 · derivative.expiration_date: The restricted stock unit award was granted on September 12, 2019 and vests in full on September 12, 2020. Read SEC document |
| August 13, 2019 Filed Aug 15, 2019 20:10 UTC | Babcock & Wilcox Enterprises, Inc. BW · Entity 4934 | GrantCommon Stock | 25,606 | $3.71 | $94,998.26 |
DisclosureSEC source: 0000899243-19-021855 · doc4.xml · nonDerivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 25,606 Read SEC document |
| July 23, 2019 Filed Jul 24, 2019 17:23 UTC | Babcock & Wilcox Enterprises, Inc. BW · Entity 4934 | PurchaseCommon Stock | 107,207,856 | $0.30 | $32,162,356.80 |
DisclosureSEC source: 0001144204-19-035772 · tv525828_form4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · Director · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · Director · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 157,047,440 F1 · kind: Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), issued pursuant to an Exchange and Purchase Agreement, dated as of July 23, 2019, between the Issuer and Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), pursuant to which Vintage Capital cancelled the principal balance of its interest in the Issuer's Tranche A-1 Term Loan totaling $32,162,356.81 under the Issuer's Credit Agreement, dated as of May 11, 2015, among the Issuer, as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto, in exchange for newly issued shares of Common Stock at a price per share equal to $0.30. F1 · shares: Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), issued pursuant to an Exchange and Purchase Agreement, dated as of July 23, 2019, between the Issuer and Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), pursuant to which Vintage Capital cancelled the principal balance of its interest in the Issuer's Tranche A-1 Term Loan totaling $32,162,356.81 under the Issuer's Credit Agreement, dated as of May 11, 2015, among the Issuer, as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto, in exchange for newly issued shares of Common Stock at a price per share equal to $0.30. F1 · price: Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), issued pursuant to an Exchange and Purchase Agreement, dated as of July 23, 2019, between the Issuer and Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), pursuant to which Vintage Capital cancelled the principal balance of its interest in the Issuer's Tranche A-1 Term Loan totaling $32,162,356.81 under the Issuer's Credit Agreement, dated as of May 11, 2015, among the Issuer, as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto, in exchange for newly issued shares of Common Stock at a price per share equal to $0.30. F2 · ownership.nature: In addition to Vintage Capital, this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. F3 · ownership.nature: (Continued from footnote 2) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. Read SEC document |
| July 17, 2019 Filed Jul 19, 2019 16:46 UTC | Babcock & Wilcox Enterprises, Inc. BW · Entity 4934 | OtherNontransferable Subscription Rights (right to buy) · Derivative | 25,080,000 | $0.00 Strike: $0.30 | $0.00 |
DisclosureSEC source: 0001144204-19-035216 · tv525499_4.xml · derivative · entry 2 Vintage Capital Management LLC · CIK 0001511498 · Director · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · Director · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 0 Underlying: Common Stock · 24,751,352 shares Expires 2019-07-18 F6 · security: Represents Vintage Capital's exercise of subscription rights pursuant to the Offering. F1 · derivative.underlying_shares: Represents shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") acquired by Vintage Capital Management, LLC ("Vintage Capital") following the exercise of its subscription rights in connection with the Issuer's subscription rights offering (the "Offering") to holders of the Common Stock, described in the Issuer's prospectus dated June 28, 2019 and filed with the United States Securities and Exchange Commission on June 28, 2019. Each holder of Common Stock of record as of June 27, 2019 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 0.986896 shares of Common Stock at the subscription price of $0.30 per whole share. Rights could only be exercised in whole numbers of Common Stock and no fractional shares of Common Stock were issued in the Offering. F2 · derivative.underlying_shares: (Continued from footnote 1) Any fractional shares of Common Stock created by the exercise of the rights were rounded to the nearest whole share, with such adjustments as may be necessary to ensure that Issuer offered 166,666,667 shares of Common Stock. There was no oversubscription privilege offered in connection with the Offering. F3 · ownership.nature: In addition to Vintage Capital, the record holder of the shares of Common Stock, this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. F4 · ownership.nature: (Continued from footnote 3) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn Capital, has 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F5 · ownership.nature: The filing of this statement on Form 4 shall not be deemed an admission that any of Vintage Capital, Kahn Capital or Mr. Kahn are, for the purposes of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. Read SEC document |
| July 17, 2019 Filed Jul 19, 2019 16:46 UTC | Babcock & Wilcox Enterprises, Inc. BW · Entity 4934 | OtherCommon Stock | 24,751,352 | $0.30 | $7,425,405.60 |
DisclosureSEC source: 0001144204-19-035216 · tv525499_4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · Director · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · Director · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 49,839,584 F1 · security: Represents shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") acquired by Vintage Capital Management, LLC ("Vintage Capital") following the exercise of its subscription rights in connection with the Issuer's subscription rights offering (the "Offering") to holders of the Common Stock, described in the Issuer's prospectus dated June 28, 2019 and filed with the United States Securities and Exchange Commission on June 28, 2019. Each holder of Common Stock of record as of June 27, 2019 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 0.986896 shares of Common Stock at the subscription price of $0.30 per whole share. Rights could only be exercised in whole numbers of Common Stock and no fractional shares of Common Stock were issued in the Offering. F2 · security: (Continued from footnote 1) Any fractional shares of Common Stock created by the exercise of the rights were rounded to the nearest whole share, with such adjustments as may be necessary to ensure that Issuer offered 166,666,667 shares of Common Stock. There was no oversubscription privilege offered in connection with the Offering. F1 · shares: Represents shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") acquired by Vintage Capital Management, LLC ("Vintage Capital") following the exercise of its subscription rights in connection with the Issuer's subscription rights offering (the "Offering") to holders of the Common Stock, described in the Issuer's prospectus dated June 28, 2019 and filed with the United States Securities and Exchange Commission on June 28, 2019. Each holder of Common Stock of record as of June 27, 2019 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 0.986896 shares of Common Stock at the subscription price of $0.30 per whole share. Rights could only be exercised in whole numbers of Common Stock and no fractional shares of Common Stock were issued in the Offering. F2 · shares: (Continued from footnote 1) Any fractional shares of Common Stock created by the exercise of the rights were rounded to the nearest whole share, with such adjustments as may be necessary to ensure that Issuer offered 166,666,667 shares of Common Stock. There was no oversubscription privilege offered in connection with the Offering. F3 · ownership.nature: In addition to Vintage Capital, the record holder of the shares of Common Stock, this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. F4 · ownership.nature: (Continued from footnote 3) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn Capital, has 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. F5 · ownership.nature: The filing of this statement on Form 4 shall not be deemed an admission that any of Vintage Capital, Kahn Capital or Mr. Kahn are, for the purposes of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. Read SEC document |
| July 10, 2019 Filed Jul 12, 2019 20:54 UTC | Franchise Group, Inc. TAXA · Entity 110293 | PurchaseCommon Stock | 1,914,982.53 | $12.00 | $22,979,790.36 |
DisclosureSEC source: 0001144204-19-034623 · tv525167_form4.xml · nonDerivative · entry 3 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 8,986,094.89 F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, New Holdco Units (as defined below) or shares of Preferred Stock (as defined below), 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. F3 · ownership.nature: On July 10, 2019, an Investment Vehicle controlled by the Reporting Persons purchased approximately 2,083,333 shares of Common Stock from the Issuer for an aggregate purchase price of $25,000,000 at a per share price of $12.00. In addition, on July 10, 2019, pursuant to the terms of the Agreement of Merger and Business Combination Agreement (the "Business Combination Agreement") entered into by the Issuer, two Investment Vehicles controlled by Mr. Kahn were issued an aggregate of approximately 4,827,610 units of Franchise Group New Holdco, LLC, a direct wholly-owned subsidiary of the Issuer ("New Holdco" and such units, "New Holdco Units") and 965,522 shares of Voting Non-Economic Preferred Stock of the Issuer ("Preferred Stock"). The New Holdco Units and shares of Preferred Stock were issued as consideration in the merger contemplated by the Business Combination Agreement. (continued in footnote 4) F4 · ownership.nature: The New Holdco Units were issued based on a price per share of Common Stock of $12.00. Nominal economic value was ascribed to the shares of Preferred Stock pursuant to the Business Combination Agreement and the Certificate of Designation of the Preferred Stock (the "Certificate of Designation"). Following an initial six-month lockup period, the Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Units and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock pursuant to the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation. The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis as described above in footnote 3. Read SEC document |
| July 10, 2019 Filed Jul 12, 2019 20:54 UTC | Franchise Group, Inc. TAXA · Entity 110293 | PurchaseCommon Stock | 2,912,628.03 | $12.00 | $34,951,536.36 |
DisclosureSEC source: 0001144204-19-034623 · tv525167_form4.xml · nonDerivative · entry 2 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 7,071,112.36 F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, New Holdco Units (as defined below) or shares of Preferred Stock (as defined below), 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. F3 · ownership.nature: On July 10, 2019, an Investment Vehicle controlled by the Reporting Persons purchased approximately 2,083,333 shares of Common Stock from the Issuer for an aggregate purchase price of $25,000,000 at a per share price of $12.00. In addition, on July 10, 2019, pursuant to the terms of the Agreement of Merger and Business Combination Agreement (the "Business Combination Agreement") entered into by the Issuer, two Investment Vehicles controlled by Mr. Kahn were issued an aggregate of approximately 4,827,610 units of Franchise Group New Holdco, LLC, a direct wholly-owned subsidiary of the Issuer ("New Holdco" and such units, "New Holdco Units") and 965,522 shares of Voting Non-Economic Preferred Stock of the Issuer ("Preferred Stock"). The New Holdco Units and shares of Preferred Stock were issued as consideration in the merger contemplated by the Business Combination Agreement. (continued in footnote 4) F4 · ownership.nature: The New Holdco Units were issued based on a price per share of Common Stock of $12.00. Nominal economic value was ascribed to the shares of Preferred Stock pursuant to the Business Combination Agreement and the Certificate of Designation of the Preferred Stock (the "Certificate of Designation"). Following an initial six-month lockup period, the Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Units and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock pursuant to the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation. The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis as described above in footnote 3. Read SEC document |
| July 10, 2019 Filed Jul 12, 2019 20:54 UTC | Franchise Group, Inc. TAXA · Entity 110293 | PurchaseCommon Stock | 2,083,333.33 | $12.00 | $24,999,999.96 |
DisclosureSEC source: 0001144204-19-034623 · tv525167_form4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 4,158,484.33 F1 · ownership.nature: 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. F2 · ownership.nature: 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, manger, investment advisor, control person or in similar capacities (collectively, the "Investment Vehicles"), which Investment Vehicles own shares of Common Stock, New Holdco Units (as defined below) or shares of Preferred Stock (as defined below), 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. F3 · ownership.nature: On July 10, 2019, an Investment Vehicle controlled by the Reporting Persons purchased approximately 2,083,333 shares of Common Stock from the Issuer for an aggregate purchase price of $25,000,000 at a per share price of $12.00. In addition, on July 10, 2019, pursuant to the terms of the Agreement of Merger and Business Combination Agreement (the "Business Combination Agreement") entered into by the Issuer, two Investment Vehicles controlled by Mr. Kahn were issued an aggregate of approximately 4,827,610 units of Franchise Group New Holdco, LLC, a direct wholly-owned subsidiary of the Issuer ("New Holdco" and such units, "New Holdco Units") and 965,522 shares of Voting Non-Economic Preferred Stock of the Issuer ("Preferred Stock"). The New Holdco Units and shares of Preferred Stock were issued as consideration in the merger contemplated by the Business Combination Agreement. (continued in footnote 4) F4 · ownership.nature: The New Holdco Units were issued based on a price per share of Common Stock of $12.00. Nominal economic value was ascribed to the shares of Preferred Stock pursuant to the Business Combination Agreement and the Certificate of Designation of the Preferred Stock (the "Certificate of Designation"). Following an initial six-month lockup period, the Investment Vehicles may elect to cause New Holdco and the Issuer to redeem (a) one New Holdco Units and (b) one-fifth of a share of Preferred Stock, respectively, in exchange for one share of Common Stock pursuant to the Amended and Restated Limited Liability Company Agreement of New Holdco and the Certificate of Designation. The number of shares of Common Stock presented in this Form 4 include the New Holdco Units and shares of Preferred Stock held by the Investment Vehicles on an as-converted to Common Stock basis as described above in footnote 3. Read SEC document |
| May 31, 2019 Filed Jun 4, 2019 16:16 UTC | RED ROBIN GOURMET BURGERS INC RRGB · Entity 6468 | PurchaseCommon Stock | 68,176 | $26.43 | $1,802,096.21 |
DisclosureSEC source: 0001144204-19-029720 · tv523025_4.xml · nonDerivative · entry 2 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1,500,000 F3 · price: See Exhibit 99.1 - Explanation of Responses F1 · ownership.nature: See Exhibit 99.1 - Explanation of Responses F3 · ownership.nature: See Exhibit 99.1 - Explanation of Responses Read SEC document |
| May 31, 2019 Filed Jun 4, 2019 16:16 UTC | RED ROBIN GOURMET BURGERS INC RRGB · Entity 6468 | PurchaseCommon Stock | 135,160 | $25.73 | $3,478,166.89 |
DisclosureSEC source: 0001144204-19-029720 · tv523025_4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1,431,824 F2 · price: See Exhibit 99.1 - Explanation of Responses F1 · ownership.nature: See Exhibit 99.1 - Explanation of Responses F2 · ownership.nature: See Exhibit 99.1 - Explanation of Responses Read SEC document |
| December 13, 2018 Filed Dec 17, 2018 18:48 UTC | Franchise Group, Inc. TAX · Entity 110293 | GrantRestricted Stock Units · Derivative | 1,804 | $0.00 | $0.00 |
DisclosureSEC source: 0001179110-18-013998 · edgar.xml · derivative · entry 1 KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,804 Underlying: Class A Common Stock · 1,804 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of Liberty Tax, Inc. Class A Common Stock. F2 · derivative.exercise_date: The restricted stock unit award was granted on December 13, 2018 and vests in full on December 13, 2019. F2 · derivative.expiration_date: The restricted stock unit award was granted on December 13, 2018 and vests in full on December 13, 2019. Read SEC document |
| August 02, 2018 Filed Aug 3, 2018 18:21 UTC | Franchise Group, Inc. TAX · Entity 110293 | PurchaseClass A Common Stock | 115,000 | $9.19 | $1,056,689.00 |
DisclosureSEC source: 0001144204-18-041972 · tv500169_form4.xml · nonDerivative · entry 2 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 2,449,959 F1 · ownership.nature: 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, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. F2 · ownership.nature: (Continued from footnote 1) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. Read SEC document |
| August 01, 2018 Filed Aug 3, 2018 18:21 UTC | Franchise Group, Inc. TAX · Entity 110293 | PurchaseClass A Common Stock | 165,000 | $8.95 | $1,476,370.50 |
DisclosureSEC source: 0001144204-18-041972 · tv500169_form4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 2,334,959 F1 · ownership.nature: 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, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. F2 · ownership.nature: (Continued from footnote 1) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. Read SEC document |
| June 13, 2018 Filed Jun 14, 2018 19:32 UTC | Babcock & Wilcox Enterprises, Inc. BW · Entity 4934 | GrantStock Options (right to buy) · Derivative | 36,398 | $0.00 Strike: $4.17 | $0.00 |
DisclosureSEC source: 0001144204-18-034294 · tv496463_4.xml · derivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · Director · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · Director · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnote Disclosed balance after: 36,398 Underlying: Common Stock · 36,398 shares Expires 2028-06-13 F1 · kind: Grant of stock options pursuant to the Amended and Restated 2015 Long-Term Incentive Plan of Babcock & Wilcox Enterprises, Inc. (the "Issuer"). F2 · derivative.exercise_date: 100% of the stock options vest immediately. F3 · ownership.nature: 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 Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. F4 · ownership.nature: (Continued from footnote 3) 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 the Issuer's Common Stock, par value $0.01 per share (the "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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. Read SEC document |
| April 30, 2018 Filed May 2, 2018 21:48 UTC | Babcock & Wilcox Enterprises, Inc. BW · Entity 4934 | GrantCommon Stock | 18,480,000 | $2.00 | $36,960,000.00 |
DisclosureSEC source: 0001144204-18-024898 · tv492916_4.xml · nonDerivative · entry 1 Vintage Capital Management LLC · CIK 0001511498 · Director · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · Director · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Please see footnotes Disclosed balance after: 25,088,232 F1 · shares: Represents 18,480,000 shares of the common stock, par value $0.01 per share ("Common Stock") of Babcock & Wilcox Enterprises, Inc. (the "Issuer") purchased by Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital") pursuant to its fully-exercised subscription privileges in a rights offering completed by the Issuer on April 30, 2018. F2 · ownership.nature: In addition to Vintage Capital, this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. F3 · ownership.nature: (Continued from footnote 3) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. Read SEC document |
| January 05, 2018 Filed Jan 8, 2018 17:29 UTC | Vitamin Shoppe, Inc. VSI · Entity 16967 | PurchaseCommon Stock | 175,000 | $5.27 | $921,882.50 |
DisclosureSEC source: 0001144204-18-001359 · tv482898_form4.xml · nonDerivative · entry 2 Vintage Capital Management LLC · CIK 0001511498 · 10% owner KAHN CAPITAL MANAGEMENT LLC · CIK 0001099408 · 10% owner KAHN BRIAN RANDALL · CIK 0001455976 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,587,255 F4 · price: This price represents the weighted average purchase price of the shares purchased ranging from $4.90 to $5.40 per share, inclusive. Upon request by the staff of the SEC, by the Issuer, or by a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4. F2 · ownership.direct: 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 Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. Vintage Capital beneficially owns the shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer. F3 · ownership.direct: (Continued from footnote 2) 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. Mr. Kahn, as the manager of each of Vintage Capital and Kahn 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.