Brian Litman Form 3/A Whole Earth Brands / Brian Litman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Litman Brian

(Last) (First) (Middle)

C/O WHOLE EARTH BRANDS, INC.

125 S. WACKER DRIVE, SUITE 3150

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2021

3. Issuer Name and Ticker or Trading Symbol
Whole Earth Brands, Inc. [ FREE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/30/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	(2)	Common Stock	4,418(5)	(1)	D
Restricted Stock Units	(3)	(3)	Common Stock	6,818(5)	(1)	D
Performance-Based Restricted Stock Units	(4)	(4)	Common Stock	6,818(5)	(1)	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one (1) share of Whole Earth Brands, Inc. Common Stock.

2. Subject to the reporting person's continuous employment, the restricted stock units shall vest in full in twelve (12) months, commencing on March 18, 2021, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, all restricted stock units will be forfeited.

3. Subject to the reporting person's continuous employment through the vesting date, the restricted stock units shall vest one-third (1/3) annually over the next three (3) years, commencing on March 18, 2021, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, all restricted stock units will be forfeited.

4. The vesting of these performance-based restricted stock units ("PSUs") is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2023 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets certain financial performance goals.

5. These restricted stock units were omitted from the reporting person's previous filings.

	/s/ Brian Litman, by Ira W. Schlussel, as Attorney-in Fact	03/22/2022
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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