SEC FORM 3

SEC Form 3

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^*

Ohri Rajnish

(Last)

(First)

(Middle)

C/O WHOLE EARTH BRANDS, INC.

125 S. WACKER DRIVE, SUITE 1250

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2023

3. Issuer Name and Ticker or Trading Symbol
Whole Earth Brands, Inc. [ FREE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Interim Co-CEO

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

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
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	30,478	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted stock units	⁽²⁾	⁽²⁾	Common Stock	4,504	⁽¹⁾	D
Performance-based restricted stock units	⁽³⁾	⁽³⁾	Common Stock	13,508	⁽¹⁾	D
Restricted stock units	⁽⁴⁾	⁽⁴⁾	Common Stock	14,257	⁽¹⁾	D
Performance-based restricted stock units	⁽⁵⁾	⁽⁵⁾	Common Stock	21,382	⁽¹⁾	D
Restricted stock units	⁽⁶⁾	⁽⁶⁾	Common Stock	56,602	⁽¹⁾	D
Restricted stock units	⁽⁷⁾	⁽⁷⁾	Common Stock	69,576	⁽¹⁾	D
Restricted stock units	⁽⁸⁾	⁽⁸⁾	Common Stock	63,047	⁽¹⁾	D
Performance-based restricted stock units	⁽⁹⁾	⁽⁹⁾	Common Stock	63,046	⁽¹⁾	D

Explanation of Responses:

1. Restricted stock units convert into shares of Whole Earth Brands, Inc.'s common stock on a one-for-one basis.

2. These restricted stock units ("RSUs") were granted on March 18, 2021. Subject to the reporting person's continuous employment through the vesting date, the RSUs vest one-third (1/3) annually over three (3) years, commencing on the first anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, any unvested RSUs will be forfeited. Number of shares represents those units which have not yet vested.

3. These performance-based restricted stock units ("PSUs") were granted on March 18, 2021. The vesting of these PSUs is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2023 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets the identified financial performance criteria.

4. These RSUs were granted on March 24, 2022. Subject to the reporting person's continuous employment through the vesting date, the RSUs vest one-third (1/3) annually over three (3) years, commencing on the anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, any unvested RSUs will be forfeited. Number of shares represents those units which have not yet vested.

5. These PSUs were granted on March 24, 2022. The vesting of these PSUs is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2024 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets the identified financial performance criteria.

6. These RSUs were granted on August 1, 2022. Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest on the one-year anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.

7. These RSUs were granted on May 1, 2023. Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest on the two-year anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited.

8. These RSUs were granted on May 9, 2023. Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest one-third (1/3) annually over the next three (3) years, commencing on the anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, any unvested RSUs will be forfeited.

9. These PSUs were granted on May 9, 2023. The vesting of these PSUs is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2025 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets the identified financial performance criteria.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Rajnish Ohri, by Ira W. Schlussel, as Attorney-in-Fact	07/26/2023
	** 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.