Washington, D.C. 20549




Under the Securities Exchange Act of 1934


(Amendment No. 1)*


Whole Earth Brands, Inc.


(Name of Issuer)


Common stock, $0.0001 par value per share


(Title of Class of Securities)




(CUSIP Number)


December 31, 2020


(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


a. Rule 13d-1(b)
b. Rule 13d-1(c)
c. Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




Page 1 of 4



CUSIP No. 96684W100

1. Names of Reporting Persons.


UBS O’Connor LLC


Check the Appropriate Box if a Member of a Group (See Instructions)


(a) ☐


SEC Use Only


4. Citizenship or Place of Organization

Number of
Owned by
Person With

Sole Voting Power




Shared Voting Power




Sole Dispositive Power




Shared Dispositive Power




Aggregate Amount Beneficially Owned by Each Reporting Person


0 (see Item 4)


Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐


Percent of Class Represented by Amount in Row (9)


0.0% (see Item 4)


Type of Reporting Person (See Instructions)




Page 2 of 4



This Amendment No. 1 is being filed jointly by the Reporting Person and amends the Schedule 13G initially filed by the Reporting Person with the Securities and Exchange Commission (the “SEC”) on February 13, 2020 (the “Schedule 13G”).


Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.


Item 1.


(a) Name of Issuer


Whole Earth Brands, Inc. (the “Issuer”)


(b) Address of Issuer’s Principal Executive Offices


125 S. Wacker Drive, Suite 3150

Chicago, IL 60606

Item 2.


(d) Title of Class of Securities


Common stock, $0.0001 par value per share (the “Common Stock”).


(e) CUSIP Number




Item 4. Ownership.


(a) and (b):


As of the close of business on December 31, 2020, the Reporting Person may have been deemed to have beneficial ownership of no shares of Common Stock.




Number of shares as to which each Reporting Person has:


(1) Sole power to vote or to direct the vote:     0      .


(2) Shared power to vote or to direct the vote:     0      .


(3) Sole power to dispose or to direct the disposition of     0      .


(4) Shared power to dispose or to direct the disposition of     0      .


Item 5. Ownership of Five Percent or Less of a Class


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.


Item 10. Certification


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 or influencing 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, other than activities solely in connection with a nomination under § 240.14a-11.


Page 3 of 4





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.


Date: February 16, 2021


  UBS O’Connor LLC
  By:  /s/ Charles Mathys
    Name:  Charles Mathys
    Title: Chief Compliance Officer
  By: /s/ Christopher Smock
    Name: Christopher Smock
    Title: Senior Compliance Officer



Page 4 of 4