Sec Form 3/A Filing - Sababa Holdings Free LLC @ Whole Earth Brands, Inc. - 2022-05-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sababa Holdings Free LLC
2. Issuer Name and Ticker or Trading Symbol
Whole Earth Brands, Inc. [ FREE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MARIPOSA CAPITAL, 500 SOUTH POINTE DRIVE, SUITE 240
3. Date of Earliest Transaction (MM/DD/YY)
05/18/2022
(Street)
MIAMI BEACH, FL33139
4. If Amendment, Date Original Filed (MM/DD/YY)
05/27/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 5,766,300 ( 1 ) D
Common Stock 50,000 I By Marpet Capital, LLC ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sababa Holdings Free LLC
C/O MARIPOSA CAPITAL
500 SOUTH POINTE DRIVE, SUITE 240
MIAMI BEACH, FL33139
X
FRANKLIN MARTIN E
C/O MARIPOSA CAPITAL
500 SOUTH POINTE DRIVE, SUITE 240
MIAMI BEACH, FL33139
X
Signatures
/s/ Sir Martin E. Franklin, Manager 03/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Common Stock (the "Shares") are held directly by Sababa Holdings FREE LLC ("Sababa"). The Martin E. Franklin Revocable Trust (the "Trust") is the sole member of Sababa (excluding certain individuals affiliated with Sababa holding direct or indirect profits interests therein). Sir Martin E. Franklin ("Franklin") is the trustee, settlor and sole beneficiary of the Trust and the manager of Sababa and, as such, has the sole voting and disposition power with respect to these Shares. As a result, the Trust and Franklin may be deemed to have a pecuniary interest in the Shares held by Sababa. Each of the Trust and Franklin disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
( 2 )Marpet Capital, LLC is a Delaware limited liability company that is 75% owned by the Trust. Franklin controls the disposition and voting of these shares as a manager of Marpet. Each of the Trust and Franklin disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.

Remarks:
This amendment is filed solely to report shares held by Marpet Capital, LLC which information was inadvertently omitted.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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