Sec Form 4 Filing - Sababa Holdings Free LLC @ Whole Earth Brands, Inc. - 2024-08-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sababa Holdings Free LLC
2. Issuer Name and Ticker or Trading Symbol
Whole Earth Brands, Inc. [ FREE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MARIPOSA CAPITAL, 500 SOUTH POINTE DRIVE, SUITE 240
3. Date of Earliest Transaction (MM/DD/YY)
08/05/2024
(Street)
MIAMI BEACH, FL33139
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/05/2024 J( 1 )( 2 ) 8,905,223 ( 3 ) A 0 D ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sababa Holdings Free LLC
C/O MARIPOSA CAPITAL
500 SOUTH POINTE DRIVE, SUITE 240
MIAMI BEACH, FL33139
X
FRANKLIN MARTIN E
C/O MARIPOSA CAPITAL
500 SOUTH POINTE DRIVE, SUITE 240
MIAMI BEACH, FL33139
X
Signatures
/s/ Sir Martin E. Franklin, Manager 08/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 5, 2024 (the "Effective Time"), Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub") merged with and into the Issuer (the "Merger"), pursuant to an Agreement of Merger, dated February 12, 2024, by and among Sweet Oak Parent LLC (f/k/a Ozark Holdings, LLC), a Delaware limited liability company ("Parent") and Merger Sub, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger Agreement"). Sir Marin E. Franklin ("Sir Martin") is the controlling member of Sababa Partners II LLC, the entity which indirectly has a controlling interest in Parent ("Sababa II").
( 2 )(Continued from footnote 1) At the Effective Time, the 8,905,223 shares of Common Stock (the "Shares") held by Sababa Holdings FREE LLC ("Sababa") were automatically contributed by Sababa to Sababa II and immediately thereafter, the Shares then held by Sababa II were automatically contributed to Sweet Oak Holdings LP, a Delaware limited partnership and a wholly owned subsidiary of Sababa II ("Sweet Oak Holdings") (in consideration of the issuance by Sweet Oak Holdings of partnership interests therein to Sababa II). The Shares held by Sweet Oak Holdings were then immediately contributed to certain wholly-owned subsidiaries of Sweet Oak Holdings and were then cancelled and ceased to exist pursuant to the Merger Agreement, for no consideration.
( 3 )Prior to the consummation of the Merger, Sababa was the direct beneficial owner of the 8,905,223 shares of Common Stock. Sir Martin is the trustee, settlor and sole beneficiary of the Martin E. Franklin Revocable Trust (the "Franklin Trust") and the manager of Sababa. The Franklin Trust is the sole member of Sababa. Sir Martin is the controlling member of Sababa II. Consequently, Sir Martin and the Franklin Trust may be deemed the beneficial owners of the Shares held by Sababa. Each of Sir Martin and the Franklin Trust expressly disclaim beneficial ownership of any shares not held directly, except to the extent of his or its pecuniary interest.

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