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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dubin Cynthia S		 2. Issuer Name and Ticker or Trading Symbol

Franchise Group, Inc. [ FRG FRGAP ] 		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)

109 INNOVATION COURT, SUITE J		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/23/2023
(Street)

DELAWARE, OH 43015
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/23/2023  P  45 (1)A$31.63 2300 D 
 
Common Stock 2/23/2023  M(2)  2063 A (3)4363 D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (3)2/23/2023  M     2063   (4) (4)Common Stock 2063 $0 0 D 
 
Restricted Stock Units  (3)2/24/2023  A   3260     (5) (5)Common Stock 3260 $0 3260 D 
 
Explanation of Responses:
(1) Shares acquired under a broker automatic dividend reinvestment plan.
(2) Represents the conversion upon vesting of restricted stock units into Common Stock. On February 23, 2022, the reporting person was granted 2063 restricted stock units, of which all of the shares subject to the restricted stock units vested on February 23, 2023. Such restricted stock units were previously reported in Table II on the Form 4 filed with the Securities and Exchange Commission on February 24, 2022.
(3) Each restricted stock unit represents the right to receive, upon vesting, one share of Common Stock.
(4) The restricted stock unit award was granted on February 23, 2022 and vested in full on February 23, 2023.
(5) The restricted stock unit award was granted on February 24, 2023 and vests in full on February 24, 2024.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Dubin Cynthia S
109 INNOVATION COURT, SUITE J
DELAWARE, OH 43015		X
Signatures
/s/ Cynthia S. Dubin2/27/2023
**Signature of Reporting PersonDate
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).
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 control number.
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