Sec Form 4 Filing - Vintage Capital Management LLC @ Franchise Group, Inc. - 2020-04-01

FORM 4 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 Vintage Capital Management LLC 2. Issuer Name and Ticker or Trading Symbol Franchise Group, Inc. [ FRG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4705 S. APOPKA VINELAND ROAD SUITE 206 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2020 (Street) ORLANDO, FL32819 4. If Amendment, Date Original Filed (MM/DD/YY) 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 04/01/2020 C( 5 ) 2,233,218.53 A $ 0 14,954,261.89 ( 6 ) I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Stock 1,001,373 D ( 7 ) Voting Non-Economic Preferred Stock 04/01/2020 J( 5 ) 446,643.71 D $ 0 0 I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 Common Units $ 0 04/01/2020 C( 5 ) 2,233,218.53 03/30/2020 ( 8 ) Common Stock 2,233,218.53 $ 12 ( 9 ) 0 I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vintage Capital Management LLC 4705 S. APOPKA VINELAND ROAD SUITE 206 ORLANDO, FL32819 X KAHN CAPITAL MANAGEMENT LLC 4705 S. APOPKA VINELAND ROAD SUITE 206 ORLANDO, FL32819 X KAHN BRIAN RANDALL 4705 S. APOPKA VINELAND ROAD SUITE 206 ORLANDO, FL32819 X X Chief Executive Officer Signatures Vintage Capital Management, LLC, by: /s/ Brian R. Kahn, Manager 04/02/2020 Signature of Reporting Person Date Kahn Capital Management, LLC, by: /s/ Brian R. Kahn, Manager 04/02/2020 Signature of Reporting Person Date /s/ Brian R. Kahn 04/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )(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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )1,000,000 of these shares of Common Stock are owned by Brian Kahn and Lauren Kahn as tenants by the entirety. As previously reported on a Form 4 filed by Mr. Kahn with the SEC on December 17, 2019, Mr. Kahn acquired 1,373 shares of Common Stock on December 13, 2019 upon the conversion of restricted stock units into Common Stock. On December 13, 2019, Mr. Kahn was granted 1,804 restricted stock units, all of which vested in full on December 13, 2019 and were exercised on December 13, 2019. 432 shares issuable upon the conversion of such restricted stock units were withheld by the Issuer at a market price of $17.03 per share to fund the payment of taxes for the conversion. ( 8 )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. ( 9 )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.

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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