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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OMB Number: 3235-0287
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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 *

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
__X__ Officer (give title below)    _____ Other (specify below)
Interim CEO
(Last)          (First)          (Middle)

C/O WHOLE EARTH BRANDS, INC., 125 S. WACKER DRIVE, SUITE 1250		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/6/2023
(Street)

CHICAGO, IL 60606		 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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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  (1)4/6/2023  A   742471     (2) (2)Common Stock 742471 $0.00 742471 D  
Performance-Based Restricted Stock Units  (1)4/6/2023  A   742471     (3) (3)Common Stock 742471 $0.00 742471 D  
Explanation of Responses:
(1) Restricted stock units convert into shares of Whole Earth Brands, Inc.'s common stock on a one-for-one basis.
(2) Subject to the reporting person's continuous employment through March 31, 2024, the restricted stock units shall vest on April 6, 2024 (the one-year anniversary of the grant date), except (a) in the case of the reporting person's earlier termination by the Company without cause or by the reporting person for good reason, or (b) upon a change in control of the company, in which case the restricted stock units will vest in full upon the occurrence of such earlier event.
(3) Subject to the reporting person's continuous employment through March 31, 2024, and upon achievement by the Company of certain pre-established financial performance goals, the performance-based restricted stock units shall vest on April 6, 2024 (the one-year anniversary of the grant date), except (a) in the case of the reporting person's earlier termination by the Company without cause or by the reporting person for good reason, or (b) upon a change in control of the company, in which case the performance-based restricted stock units will vest in full upon the occurrence of such earlier event.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Franklin Michael E.
C/O WHOLE EARTH BRANDS, INC.
125 S. WACKER DRIVE, SUITE 1250
CHICAGO, IL 60606		X
Interim CEO
Signatures
/s/ Michael E Franklin, by Ira W. Schlussel, as Attorney-in-Fact4/10/2023
**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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