Driven Equity LLC - Sep 15, 2022 Form 4 Insider Report for Driven Brands Holdings Inc. (DRVN)

Role
Other*, 10%+ Owner
Signature
See signatures attached as Exhibit 99.1
Stock symbol
DRVN
Transactions as of
Sep 15, 2022
Transactions value $
-$152,670,635
Form type
4
Date filed
9/15/2022, 04:31 PM
Previous filing
Jan 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DRVN Common Stock, par value $0.01 per share Sale -$153M -4.74M -13.84% $32.19 29.5M Sep 15, 2022 Direct F1, F3, F4
holding DRVN Common Stock, par value $0.01 per share 39.3M Sep 15, 2022 See footnote F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of shares held directly by Driven Equity LLC.
F2 Consists of shares held directly by Driven Equity Sub LLC.
F3 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 FN 4)
F4 (Continued from FN3) 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 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.

Remarks:

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.