| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | DRVN | Common Stock, par value $0.01 per share | 34.3M | Dec 29, 2021 | Direct | F1, F2, F3, F5, F6 | |||||
| holding | DRVN | Common Stock, par value $0.01 per share | 39.3M | Dec 29, 2021 | See footnote | F1, F2, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | This Form 4 consists solely of an exit report for Roark Capital Partners III LP, as this entity is no longer subject to Section 16. No shares of common stock, par value $0.01 per share, of Driven Brands Holdings Inc. (the "Common Stock") were sold for any consideration by any of the reporting persons or any member of the reporting persons' 10% group. |
| F2 | In connection with an internal reorganization of Roark's holding structure, (a) Driven Equity LLC transferred 39,297,463 shares of Common Stock to its direct subsidiary, Driven Equity Sub LLC, for no consideration, and (b) Roark Capital Partners III LP contributed for no consideration its interests in RC Driven Holdco LLC to Roark Capital Partners III AIV LP, the general partner of which is Roark Capital GenPar III LLC. As a result, Roark Capital Partners III LP no longer has beneficial ownership of, or a pecuniary interest in, the shares of Common Stock held by Driven Equity LLC and Driven Equity Sub LLC and thereby ceased being a reporting person. |
| F3 | Consists of shares held directly by Driven Equity LLC. |
| F4 | Consists of shares held directly by Driven Equity Sub LLC. |
| F5 | Driven Equity Sub LLC is controlled by Driven Equity LLC, which is controlled by RC Driven Holdco LLC, which is controlled by Roark Capital Partners III AIV LP, which is in turn controlled by its general partner, Roark Capital GenPar III LLC. Roark Capital GenPar III LLC is controlled by its managing member, Neal K. Aronson. (Continued in FN6) |
| F6 | (Continued from FN5) Each of RC Driven Holdco LLC, Roark Capital Partners III AIV LP, Roark Capital GenPar III LLC (collectively with Driven Equity LLC and Driven Equity Sub LLC, the "Driven Equity Entities") and Mr. Aronson may be deemed to have voting and dispositive power with respect to the shares of Common Stock directly held by Driven Equity LLC and Driven Equity Sub LLC and therefore be deemed to be the beneficial owner of the shares of Common Stock held by these entities, 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. |
The Driven Equity Entities are members of a 10% group with (i) Neal K. Aronson and (ii) RC IV Cayman ICW Holdings Sub LLC, 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 (the "RC IV Entities"). None of the shares of Common Stock held by Mr. Aronson and the RC IV Entities are reflected in this report.