SCHEDULE
13G
Amendment
No.1
WHOLE EARTH BRANDS INC
COMMON STOCK
Cusip #96684W100
Check the appropriate box to designate the rule pursuant to which
this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Cusip
#96684W100
Item 1: Reporting Person - FMR
LLC
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 2,604,990
Item 6: 0
Item 7: 2,606,522
Item 8: 0
Item 9: 2,606,522
Item 11: 6.208%
Item 12: HC
Cusip #96684W100
Item 1: Reporting Person - Abigail P. Johnson
Item 2: (a) [ ]
(b) [ ]
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 2,606,522
Item 8: 0
Item 9: 2,606,522
Item 11: 6.208%
Item 12: IN
Item 1(a). Name of
Issuer:
WHOLE EARTH BRANDS
INC
Item 1(b). Address of Issuer's
Principal Executive Offices:
125 S. WACKER DRIVE, SUITE
3150
CHICAGO, IL 60606
USA
Item 2(a). Name of Person
Filing:
FMR LLC
Item 2(b). Address or Principal
Business Office or, if None, Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c).
Citizenship:
Not applicable
Item 2(d). Title of Class of
Securities:
COMMON STOCK
Item 2(e). CUSIP
Number:
96684W100
Item 3. This statement is filed
pursuant to Rule 13d-1(b) or 13d-2(b) or (c)
and the person filing, FMR LLC, is a parent holding company in
accordance with
Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A).
Item 4. Ownership
(a) Amount Beneficially Owned: 2,606,522
(b) Percent of Class: 6.208%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: Please see the
responses to Items 5 and 6 on the cover page
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
2,606,522
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five
Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than
Five Percent on Behalf of Another Person.
One or more other persons are known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the COMMON STOCK of WHOLE EARTH BRANDS
INC. No one other person's interest in the COMMON STOCK of WHOLE
EARTH BRANDS INC is more than five percent of the total outstanding
COMMON STOCK.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and
Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of
Group.
Not applicable.
Item 10.
Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing
orinfluencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 9, 2023
Date
/s/ Stephanie J. Brown
Signature
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 3, 2023, by
and on behalf of FMR LLC and its direct and indirect subsidiaries*
|
* This power of attorney is incorporated herein by reference to
Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10,
2023, accession number:
0000315066-23-000003.
Exhibit A
Pursuant to the instructions in Item 7 of Schedule 13G, the
following table lists the identity and Item 3 classification, if
applicable, of each relevant entity that beneficially owns shares
of the security class being reported on this Schedule 13G.
Entity ITEM 3
Classification
FIAM LLC IA
Fidelity
Institutional Asset Management Trust Company BK Fidelity Management
& Research Company LLC IA Strategic Advisers LLC IA
Abigail P. Johnson is a Director, the Chairman and the Chief
Executive Officer of FMR LLC.
Members of the Johnson family, including Abigail P. Johnson, are
the predominant owners, directly or through trusts, of Series B
voting common shares of FMR LLC, representing 49% of the voting
power of FMR LLC. The Johnson family group and all other Series B
shareholders have entered into a shareholders' voting agreement
under which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and
the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR LLC.
This filing reflects the securities beneficially owned, or that
may be deemed to be beneficially owned, by FMR LLC, certain of its
subsidiaries and affiliates, and other companies (collectively, the
"FMR Reporters"). This filing does not reflect securities, if any,
beneficially owned by certain other companies whose beneficial
ownership of securities is disaggregated from that of the FMR
Reporters in accordance with Securities and Exchange Commission
Release No. 34-39538 (January 12, 1998).
RULE 13d-1(k)(1)
AGREEMENT
The undersigned persons, on February 9, 2023, agree and consent
to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the COMMON STOCK of
WHOLE EARTH BRANDS INC at December 30, 2022.
FMR LLC
By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 3, 2023, by
and on behalf of FMR LLC and its direct and indirect subsidiaries*
|
Abigail P. Johnson
By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January, 26, 2023, by
and on behalf of Abigail P. Johnson**
|
* This power of attorney is incorporated herein by reference to
Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10,
2023, accession number:
0000315066-23-000003.
** This power of attorney is incorporated herein by reference to
Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31,
2023, accession number:
0000315066-23-000038.
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