Sec Form 3 Filing - Torch BRC, LP @ REGIS CORP - 2021-06-11

Insider filing report for Changes in Beneficial Ownership
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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
Torch BRC, LP
2. Issuer Name and Ticker or Trading Symbol
REGIS CORP [ RGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE TOWNE SQUARE, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2021
(Street)
SOUTHFIELD, MI48076
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 3,962,648 D ( 1 )
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
Torch BRC, LP
ONE TOWNE SQUARE
SUITE 1600
SOUTHFIELD, MI48076
X
Springhill Investments LLC
ONE TOWNE SQUARE
SUITE 1600
SOUTHFIELD, MI48076
X
James Grosfeld Trust
ONE TOWNE SQUARE
SUITE 1600
SOUTHFIELD, MI48076
X
GROSFELD JAMES
ONE TOWNE SQUARE
SUITE 1600
SOUTHFIELD, MI48076
X
Signatures
/s/ James Grosfeld, Manager of the General Partner of Torch BRC, LP 06/21/2021
Signature of Reporting Person Date
/s/ James Grosfeld, Manager of Springhill Investments LLC 06/21/2021
Signature of Reporting Person Date
/s/ James Grosfeld, Trustee of James Grosfeld Trust 06/21/2021
Signature of Reporting Person Date
/s/ James Grosfeld 06/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an Assignment, Torch BRC GP, LLC transferred all of the general partner interests in Torch BRC, LP ("Torch") to Springhill Investments LLC ("Springhill"), and Springhill became the general partner of Torch, which holds 3,962,648 shares of the Issuer's common stock. The James Grosfeld Trust is the sole member of Springhill, and James Grosfeld serves as the trustee of the James Grosfeld Trust. Each of Springhill, the James Grosfeld Trust, and James Grosfeld may be deemed to beneficially own the securities owned directly by Torch.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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