Rc IV Cayman Icw Holdings Sub Llc - Dec 29, 2021 Form 3 Insider Report for Driven Brands Holdings Inc. (DRVN)

Role: Other*, 10%+ Owner
Signature: /s/ Stephen D. Aronson, Vice President, General Counsel and Secretary
Stock symbol: DRVN
Transactions as of: Dec 29, 2021
Transactions value $: $0
Form type: 3
Date filed: 1/3/2022, 04:01 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DRVN	Common Stock, par value $0.01 per share						18.7M	Dec 29, 2021	Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with an internal reorganization of Roark's holding structure, RC IV Cayman ICW Holdings LLC transferred 18,702,537 shares of common stock, par value $0.01 per share, of Driven Brands Holdings Inc. (the "Common Stock"), to its direct subsidiary, RC IV Cayman ICW Holdings Sub LLC, for no consideration, as a result of which RC IV Cayman ICW Holdings Sub LLC became a reporting person.
F2	Consists of shares of Common Stock held directly by RC IV Cayman ICW Holdings Sub LLC. RC IV Cayman ICW Holdings Sub LLC is controlled by RC IV Cayman ICW Holdings LLC, which is controlled by RC IV Cayman ICW Equity LLC, which is controlled by Roark Capital Partners IV Cayman AIV LP, which is in turn controlled by its general partner, Roark Capital GenPar IV Cayman AIV LP. Roark Capital GenPar IV Cayman AIV LP is controlled by its general partner, Roark Capital GenPar IV Cayman AIV Ltd. (Continued in FN3)
F3	(Continued from FN2) Each of RC IV Cayman ICW Holdings LLC, RC IV Cayman ICW Equity LLC, Roark Capital Partners IV Cayman AIV LP, Roark Capital GenPar IV Cayman AIV LP and Roark Capital GenPar IV Cayman AIV Ltd. (collectively with RC IV Cayman ICW Holdings Sub LLC, the "RC IV Entities") may be deemed to have voting and dispositive power with respect to the shares of Common Stock directly owned by RC IV Cayman ICW Holdings Sub LLC and therefore be deemed to be the beneficial owner of the shares of Common Stock held by this entity, but each disclaims beneficial ownership of such shares of Common Stock except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

The RC IV Entities are members of a 10% group with (i) Neal K. Aronson and (ii) Driven Equity Sub LLC, Driven Equity LLC, RC Driven Holdco LLC, Roark Capital Partners III AIV LP, Roark Capital GenPar III LLC (the "Driven Equity Parties"). None of the shares of Common Stock held by Mr. Aronson and the Driven Equity Entities are reflected in this report.