| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/18/2022 |
3. Issuer Name and Ticker or Trading Symbol
Whole Earth Brands, Inc. [ FREE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 05/27/2022 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | 5,766,300(1) | D | |
| Common Stock | 50,000 | I | By Marpet Capital, LLC(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
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. These shares of Common Stock (the "Shares") are held directly by Sababa Holdings FREE LLC ("Sababa"). The Martin E. Franklin Revocable Trust (the "Trust") is the sole member of Sababa (excluding certain individuals affiliated with Sababa holding direct or indirect profits interests therein). Sir Martin E. Franklin ("Franklin") is the trustee, settlor and sole beneficiary of the Trust and 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. |
| 2. Marpet Capital, LLC is a Delaware limited liability company that is 75% owned by the Trust. Franklin controls the disposition and voting of these shares as a manager of Marpet. Each of the Trust and Franklin disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
| Remarks: |
| This amendment is filed solely to report shares held by Marpet Capital, LLC which information was inadvertently omitted. |
| /s/ Sir Martin E. Franklin, Manager | 03/15/2023 | |
| ** 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). | ||
| 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. | ||