Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KELLEHER THOMAS J /ADV

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2023

3. Issuer Name and Ticker or Trading Symbol
Franchise Group, Inc. [FRG]

(Last)

(First)

(Middle)

1958 SMOKEY RIDGE AVENUE

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

WESTLAKE VILLAGE, CA 91362

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 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, par value $0.01 per share	13,768 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	By the Kelleher Family Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KELLEHER THOMAS J /ADV 1958 SMOKEY RIDGE AVENUE WESTLAKE VILLAGE, CA 91362		X

Signatures

/s/ Thomas J. Kelleher		08/17/2023
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares are held by the Kelleher Family Trust (the "Trust") for which Thomas J. Kelleher (the "Reporting Person") acts as trustee. This statement is being filed by the Reporting Person. This filing is being made based on there being 35,187,771.51 shares of common stock, par value $0.01, of Franchise Group, Inc. (the "Issuer", and such stock, the "Common Shares") outstanding as reported by the Issuer in the definitive proxy statement filed by the Issuer with the Securities and Exchange Commission on July 14, 2023. The Trust directly owns 13,768 Common Shares. As disclosed in an amendment to the Schedule 13D filed by the Trust on August 8, 2023, on August 7, 2023, the Trust entered into a rollover contribution agreement with Freedom VCM Holdings, LLC, a Delaware limited liability company ("Topco") and B. Riley Private Shares 2023-2 QP, LLC, a Delaware limited liability company ("BRP Shares, LLC") (the "Trust Rollover Agreement"),
(2)	(Continued from Footnote 1) pursuant to which the Trust has, among other things, agreed to contribute such Trust's Common Shares to BRP Shares, LLC in exchange for a number of common membership interests of BRP Shares, LLC, which will in turn acquire the equivalent number of common membership interests in Topco. The Trust Rollover Agreement includes covenants obligating the Trust to vote its Common Shares in favor of the proposed acquisition (the "Acquisition") by Freedom VCM, Inc., a Delaware corporation ("Parent"), of the Issuer pursuant to an Agreement and Plan of Merger, dated as of May 10, 2023, by and among Parent, Freedom VCM Subco, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, and the Issuer (the "Merger Agreement").
(3)	(Continued from Footnote 2) As a result of the Trust Rollover Agreement, the Trust may be deemed to have formed a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934 (the "Act") with Kahn and certain other persons described in the Schedule 13D, as amended.
(4)	The Reporting Person disclaims beneficial ownership of the securities discussed herein that he may be deemed indirectly to beneficially own except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Act, or for any other purpose.

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