Whole Earth Brands Inc - Ordinary Shares (FREE) Form 4 Whole Earth Brands / John Carroll ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carroll John

(Last) (First) (Middle)

C/O WHOLE EARTH BRANDS, INC.

125 S. WACKER DRIVE, SUITE 3150

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

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)	X	Other (specify below)
Former CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/24/2020		C		7,500,000	A	(1)	7,500,000	I	See Footnote(2)
Common Stock	06/25/2020		J		3,000,000	D	(3)	4,500,000(4)	I	See Footnote(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Class B Ordinary Shares	(1)	06/24/2020		C			7,500,000	(5)	(5)	Class A Ordinary Shares	7,500,000	(1)	7,500,000	I	See Footnote(2)
Warrants	(6)	06/25/2020		J			6,750,000	(6)	(6)	Class A Ordinary Shares	0	(6)	0	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Carroll John

(Last) (First) (Middle)

C/O WHOLE EARTH BRANDS, INC.

125 S. WACKER DRIVE, SUITE 3150

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Act II Global LLC

(Last) (First) (Middle)

C/O WHOLE EARTH BRANDS, INC.

125 S. WACKER DRIVE, SUITE 3150

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Explanation of Responses:

1. Prior to the consummation of the issuer's initial business combination on June 25, 2020 (the "Business Combination"), the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding Class B ordinary share of the issuer (the "Founder Shares") was converted into one share of the issuer's common stock (the "common stock"). The reporting persons held 7,500,000 Founder Shares prior to the Business Combination, which were converted into 7,500,000 shares of common stock upon the Domestication.

2. These securities are held by Act II Global LLC (the "Sponsor"). John Carroll is the managing member of the Sponsor. Mr. Carroll has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Carroll disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.

3. In connection with the consummation of the Business Combination, 3,000,000 of the Founder Shares were forfeited by the reporting persons to the issuer for no consideration.

4. Includes 3,000,000 shares of common stock held in an escrow account, subject to vesting and forfeiture based on certain stock price thresholds for the common stock.

5. The Founder Shares were initially convertible into Class A ordinary shares of the issuer at the time of the issuer's initial business combination as described under the heading "Description of Securities-Founder shares" in the issuer's registration statement on Form S-1 (File No. 333-230756) and had no expiration date.

6. In connection with the consummation of the Business Combination, all of the Sponsor's private placement warrants were forfeited by the reporting persons to the issuer for no consideration.

	/s/ John Carroll	06/26/2020
	/s/ John Carroll as Managing Member of Act II Global LLC	06/26/2020
	** Signature of Reporting Person	Date
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