Sec Form 4/A Filing - Laurence Andrew M @ Franchise Group, Inc. - 2020-09-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4/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
Laurence Andrew M
2. Issuer Name and Ticker or Trading Symbol
Franchise Group, Inc. [ FRG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
1716 CORPORATE LANDING PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2020
(Street)
VIRGINIA BEACH, VA23454
4. If Amendment, Date Original Filed (MM/DD/YY)
09/15/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/12/2020 M( 3 ) 2,724 A 42,843 ( 4 ) D
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
Restricted Stock Units ( 1 ) 09/12/2020 M 2,724 ( 2 ) ( 2 ) Common Stock 2,724 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Laurence Andrew M
1716 CORPORATE LANDING PARKWAY
VIRGINIA BEACH, VA23454
X Executive Vice President
Signatures
Andrew M. Laurence 09/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents the right to receive, upon vesting, one share of Common Stock.
( 2 )The restricted stock unit award was granted on September 12, 2019 and vested in full on September 12, 2020.
( 3 )Represents the conversion upon vesting of restricted stock units into Common Stock. On September 12, 2019, the reporting person was granted 1816 restricted stock units, of which all of the shares subject to the restricted stock units vested on September 12, 2020. Such restricted stock units were previously reported in Table II on the Form 4/A filed with the Securities and Exchange Commission on September 18, 2019.
( 4 )Reporting Person received 21,942 shares of Issuer's Common Stock as a pro rata distribution from Vintage Tributum, L.P. ("Vintage"), an investment vehicle which owned shares Issuer's Common Stock, on July 31, 2020. These shares were held by Vintage, all of which were distributed to limited partners of Vintage pro rata based on each limited partner's economic ownership interest in Vintage RTO on July 31, 2020. Reporting Person also received 16,353 shares of Issuer's Common Stock as a pro rata distribution from Stefac LP ("Stefac"), an investment vehicle which owned shares Issuer's Common Stock, on July 31, 2020. These shares were held by Stefac, all of which were distributed to limited partners of Vintage pro rata based on each limited partner's economic ownership interest in Vintage RTO on July 31, 2020.

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