SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
RC IV CAYMAN ICW HOLDINGS SUB LLC

(Last) (First) (Middle)
C/O ROARK CAPITAL MANAGEMENT, LLC
1180 PEACHTREE STREET, SUITE 2500

(Street)
ATLANTA GA 30309

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2021
3. Issuer Name and Ticker or Trading Symbol
Driven Brands Holdings Inc. [ DRVN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks.
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 18,702,537 D(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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.
2. 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)
3. (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.
/s/ Stephen D. Aronson, Vice President, General Counsel and Secretary 01/03/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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