Initial Statement of Beneficial Ownership (3)
02 September 2022 - 07:01AM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
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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 * Franklin
Michael E. |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
8/25/2022
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3. Issuer Name and Ticker or Trading
Symbol Whole Earth Brands, Inc. [FREE] |
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(Last)
(First)
(Middle)
C/O WHOLE EARTH BRANDS, INC., 125 S. WACKER DRIVE, SUITE
1250 |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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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
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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) |
|
Common Stock |
0 (1) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: 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 |
| Explanation of
Responses: |
| (1) |
The Reporting Person is the
son of Sir Martin E. Franklin ("MEF"). MEF is the trustee, settlor
and sole beneficiary of the Martin E. Franklin Revocable Trust (the
"Franklin Trust") and the manager of Sababa Holdings FREE LLC
("Sababa"). The Franklin Trust is the sole member of Sababa. As
disclosed in that Schedule 13G/A filed with the SEC on May 18, 2022
and that Form 3 filed by Sababa with the SEC on May 27, 2022,
Sababa is the owner of 5,766,300 shares of the common stock, par
value $0.0001 per share, of the Issuer (the "Franklin Shares")
(which shares represent 13.76% of the outstanding common stock of
the Issuer). MEF has the sole voting and disposition power with
respect to the Franklin Shares. MEF does not control or influence
the Reporting Person and MEF is not controlled or influenced by the
Reporting Person. The Reporting Person holds a profits interest in
Sababa. The Reporting Person disclaims beneficial ownership of the
Franklin Shares. |
Remarks:
Exhibit 24.1 Power of Attorney |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
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Director |
10% Owner |
Officer |
Other |
Franklin Michael E.
C/O WHOLE EARTH BRANDS, INC.
125 S. WACKER DRIVE, SUITE 1250
CHICAGO, IL 60606 |
X |
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Signatures
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/s/ Ira W. Schlussel, as Attorney-in-Fact for
Michael E. Franklin |
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9/1/2022 |
| **Signature
of Reporting Person |
Date |
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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). |
| 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 control number. |
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