RC III Portfolio Holdings LP - Mar 22, 2024 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: Mar 22, 2024
Transactions value $: $0
Form type: 3
Date filed: 3/26/2024, 05:00 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						68.8M	Mar 22, 2024	See footnote	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, Roark Capital Partners III AIV LP contributed for no consideration its interests in RC Driven Holdco LLC to RC III Portfolio Holdings LP, the general partner of which is Roark Capital GenPar III Cayman AIV Sub LLC.
F2	Consists of shares held directly by Driven Equity Sub LLC. Driven Equity Sub LLC is controlled by Driven Equity LLC, which is controlled by RC Driven Holdco LLC, which is controlled by RC III Portfolio Holdings LP, which is controlled by Roark Capital GenPar III Cayman AIV Sub LLC, which is in turn controlled by Roark Capital GenPar III LLC. Roark Capital GenPar III LLC is controlled by its managing member, Neal K. Aronson.
F3	Each of Driven Equity LLC, RC Driven Holdco LLC, RC III Portfolio Holdings LP, Roark Capital GenPar III Cayman AIV Sub LLC and Roark Capital GenPar III LLC (collectively with 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 Sub LLC and therefore be deemed to be the beneficial owner of the 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 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.