Aronson Neal K - Sep 15, 2022 Form 4 Insider Report for Driven Brands Holdings Inc. (DRVN)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Neal Aronson
Stock symbol
DRVN
Transactions as of
Sep 15, 2022
Transactions value $
-$225,330,000
Form type
4
Date filed
9/15/2022, 04:32 PM
Previous filing
Sep 10, 2021
Next filing
Nov 17, 2023

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 -6.45% $32.19 68.8M Sep 15, 2022 See footnote F1
transaction DRVN Common Stock, par value $0.01 per share Sale -$72.7M -2.26M -6.45% $32.19 32.8M Sep 15, 2022 See footnote F2, F3
* 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 Sub LLC and Driven Equity LLC. 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. Mr. Aronson may be deemed to have voting and dispositive power with respect to the common stock directly owned by Driven Equity LLC and Driven Equity Sub LLC and therefore be deemed to be the beneficial owner of such common stock, but disclaims beneficial ownership of such common stock except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that Mr. Aronson 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.
F2 Consists of shares held directly by RC IV Cayman ICW Holdings Sub LLC and RC IV Cayman ICW Holdings LLC. RC IV Cayman ICW Holdings Sub LLC is controlled by RC IV Cayman ICW Holdings LLC. RC IV Cayman ICW Holdings LLC is controlled by RC IV Cayman ICW Equity LLC. RC IV Cayman ICW Equity LLC 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) By virtue of being a member of a group with the RC IV Entities (as defined below), Mr. Aronson may be deemed to have voting and dispositive power with respect to the common stock directly owned by RC IV Cayman ICW Holdings LLC and RC IV Cayman ICW Holdings Sub LLC and therefore be deemed to be the beneficial owner of such common stock, but disclaims beneficial ownership of such common stock except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that Mr. Aronson 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 reporting person is a member of a 10% group with (i) Driven Equity Sub LLC, Driven Equity LLC, RC Driven Holdco LLC, Roark Capital Partners III AIV LP and Roark Capital GenPar III LLC 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. (such entities, the "RC IV Entities").