Vintage Capital Management LLC

SEC source: 0001104659-21-042593 · tm2111108-2_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 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · shares: Represents shares held directly by Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital").

F2 · ownership.direct: 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 · 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.

SEC source: 0001104659-21-036379 · tm219798d1_4seq1.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: 4,937,726.03

F2 · shares: In prior reports, the Reporting Persons (as defined below) reported indirect beneficial ownership of 2,270,833.33 shares of Common Stock held by Tributum LP, all of which were distributed to limited partners of Tributum LP pro rata based on each limited partner's economic ownership interest in Tributum LP on March 12, 2021.

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 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.

F4 · 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.

SEC source: 0001104659-21-008062 · tm214356d1_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: 6,394,628

F1 · ownership.direct: 5,636,255.00 of these shares of Common Stock are owned by Brian Kahn and Lauren Kahn as tenants by the entirety.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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

SEC 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

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC 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.

SEC source: 0001144204-18-001359 · tv482898_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: Direct

Disclosed balance after: 3,412,255

F1 · price: 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 · 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.

SEC source: 0001144204-18-000572 · tv482507_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 · Please see footnotes

Disclosed balance after: 3,260,563

F5 · price: This price represents the weighted average purchase price of the shares purchased ranging from $4.28 to $4.35 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.nature: In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 3 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.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.

SEC source: 0001144204-18-001156 · tv482837_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: 6,608,232

F1 · shares: Represents time-based restricted stock units ("RSUs") awarded to Brian R. Kahn, solely in his capacity as a director of Babcock & Wilcox Enterprises, Inc. (the "Issuer"), as director compensation under the Issuer's Amended and Restated 2015 Long-Term Incentive Plan. Each RSU granted by the Issuer represents the right to receive one share of the Issuer's common stock, par value $0.01 per share ("Common Stock"). The RSUs vested immediately upon the granting thereof on January 3, 2018.

F2 · balance_after: Represents the RSUs awarded plus 6,600,000 shares of Common Stock beneficially owned by Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital").

F3 · 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 Mr. 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, 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.

SEC source: 0001144204-18-000572 · tv482507_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 · Please see footnotes

Disclosed balance after: 3,100,405

F4 · price: This price represents the weighted average purchase price of the shares purchased ranging from $4.20 to $4.45 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.nature: In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 3 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.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.

SEC source: 0001144204-18-000572 · tv482507_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 · Please see footnotes

Disclosed balance after: 2,966,601

F1 · price: This price represents the weighted average purchase price of the shares purchased ranging from $4.25 to $4.50 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 · ownership.nature: In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 3 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.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.

SEC source: 0001144204-17-048719 · v475249_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 · Please see footnotes

Disclosed balance after: 6,600,000

F4 · price: This sale price represents the weighted average sale price of the shares sold ranging from $3.02 to $3.22 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 sold at each separate price within the range set forth in this Form 4.

F2 · ownership.nature: In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 3 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. Vintage Capital serves as investment adviser to investment funds and managed accounts (collectively, the "Accounts"), and may be deemed to have beneficial ownership over the shares of Common Stock held for the Accounts.

F3 · 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.

SEC source: 0001144204-17-048719 · v475249_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 · Please see footnotes

Disclosed balance after: 5,535,853

F1 · price: This sale price represents the weighted average sale price of the shares sold ranging from $2.905 to $3.09 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission (the "SEC"), by Babcock & Wilcox Enterprises, Inc. (the "Issuer"), or by a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F2 · ownership.nature: In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 3 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. Vintage Capital serves as investment adviser to investment funds and managed accounts (collectively, the "Accounts"), and may be deemed to have beneficial ownership over the shares of Common Stock held for the Accounts.

F3 · 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.