| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Whole Earth Brands, Inc. [ FREE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/12/2024 | J(1) | 50,000 | D | (1) | 0 | I | By Marpet Capital, LLC(2) | ||
| Common Stock | 02/12/2024 | J(1) | 50,000 | A | (1) | 50,000 | I | By Trust(3) | ||
| Common Stock | 02/12/2024 | J(4) | 50,000 | D | (4) | 0 | I | By Trust(3) | ||
| Common Stock | 02/12/2024 | J(4) | 50,000 | A | (4) | 8,905,223(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a distribution from Marpet Capital, LLC, a Delaware limited liability company ("Marpet") to the Martin E. Franklin Revocable Trust (the "Trust"). |
| 2. Marpet is 75% owned by the Trust. Sir Martin E. Franklin ("Franklin") controls the disposition and voting of these shares as a manager of Marpet. |
| 3. These shares are held directly by the Trust and Franklin is the trustee, settlor and sole beneficiary of the Trust. |
| 4. Represents a capital contribution from the Trust to Sababa Holdings FREE LLC ("Sababa"). |
| 5. These shares of Common Stock (the "Shares") are held directly by Sababa. The Trust is the sole member of Sababa (excluding certain individuals affiliated with Sababa holding direct or indirect profits interests therein). Franklin is 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. |
| /s/ Sir Martin E. Franklin, Manager | 02/13/2024 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
