Sec Form 3 Filing - RC IV CAYMAN ICW HOLDINGS SUB LLC @ Driven Brands Holdings Inc. - 2021-12-29

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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
2. Issuer Name and Ticker or Trading Symbol
Driven Brands Holdings Inc. [ DRVN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks.
(Last) (First) (Middle)
C/O ROARK CAPITAL MANAGEMENT, LLC, 1180 PEACHTREE STREET, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2021
(Street)
ATLANTA, GA30309
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 18,702,537 D( 1 )( 2 )( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RC IV CAYMAN ICW HOLDINGS SUB LLC
C/O ROARK CAPITAL MANAGEMENT, LLC
1180 PEACHTREE STREET, SUITE 2500
ATLANTA, GA30309
X See Remarks.
Signatures
/s/ Stephen D. Aronson, Vice President, General Counsel and Secretary 01/03/2022
Signature of Reporting Person Date
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.

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