Sec Form 3 Filing - Franklin Michael E. @ Whole Earth Brands, Inc. - 2022-08-25

FORM 3 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 Franklin Michael E. 2. Issuer Name and Ticker or Trading Symbol Whole Earth Brands, Inc. [ FREE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WHOLE EARTH BRANDS, INC., 125 S. WACKER DRIVE, SUITE 1250 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2022 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 0( 1 ) D

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 Franklin Michael E. C/O WHOLE EARTH BRANDS, INC. 125 S. WACKER DRIVE, SUITE 1250 CHICAGO, IL60606 X Signatures /s/ Ira W. Schlussel, as Attorney-in-Fact for Michael E. Franklin 09/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is the son of Sir Martin E. Franklin ("MEF"). MEF is the trustee, settlor and sole beneficiary of the Martin E. Franklin Revocable Trust (the "Franklin Trust") and the manager of Sababa Holdings FREE LLC ("Sababa"). The Franklin Trust is the sole member of Sababa. As disclosed in that Schedule 13G/A filed with the SEC on May 18, 2022 and that Form 3 filed by Sababa with the SEC on May 27, 2022, Sababa is the owner of 5,766,300 shares of the common stock, par value $0.0001 per share, of the Issuer (the "Franklin Shares") (which shares represent 13.76% of the outstanding common stock of the Issuer). MEF has the sole voting and disposition power with respect to the Franklin Shares. MEF does not control or influence the Reporting Person and MEF is not controlled or influenced by the Reporting Person. The Reporting Person holds a profits interest in Sababa. The Reporting Person disclaims beneficial ownership of the Franklin Shares.

Remarks: Exhibit 24.1 Power of Attorney

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 4(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).

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