Sec Form 4 Filing - Macaluso Michael G. @ Driven Brands Holdings Inc. - 2022-03-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Macaluso Michael G.
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Grp Pres-Pt., Coll & Gl.
(Last) (First) (Middle)
440 SOUTH CHURCH STREET, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2022
(Street)
CHARLOTTE, NC28202
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 03/22/2022 A 9,826( 1 ) A $ 0 334,094 D
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
Performance-based restricted stock units ( 2 ) 03/22/2022 A 7,873 ( 2 ) ( 2 ) Common Stock 7,873 $ 0 7,873 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Macaluso Michael G.
440 SOUTH CHURCH STREET, SUITE 700
CHARLOTTE, NC28202
EVP & Grp Pres-Pt., Coll & Gl.
Signatures
/s/ Scott O'Melia, Attorney in Fact 03/24/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of restricted stock units ("RSU"), which represent a contingent right to receive one share of Common Stock for each RSU, and will vest in three equal installments on March 22, 2023, March 22, 2024 and March 22, 2025, provided the Reporting Person remains in continuous service on each vesting date.
( 2 )Each performance-based restricted stock unit ("PSU") reflects the contingent right to receive a variable number of shares of capital stock based on achieving performance goals. These PSUs will vest on December 28, 2024, subject to the Company's achieving relative total shareholder returns for the period commencing on December 26, 2021 and ending on December 28, 2024, compared to a defined stock market index, provided the Reporting Person remains in continuous service on the vesting 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 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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