| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Driven Brands Holdings Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
26210V102 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons DRIVEN EQUITY SUB LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 68,832,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 42.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons Driven Equity LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 68,832,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 42.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the sole member of Driven Equity Sub LLC.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons RC Driven Holdco LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 68,832,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 42.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the sole member of Driven Equity LLC.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons Roark Capital Partners III AIV LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
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. As a result, Roark Capital Partners III AIV LP no longer has beneficial ownership of the shares of Common Stock held by Driven Equity Sub LLC and thereby ceased being a reporting person.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons RC III Portfolio Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 68,832,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 42.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the sole member of RC Driven Holdco LLC.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons Roark Capital GenPar III Cayman AIV Sub LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 68,832,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 42.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the general partner of RC III Portfolio Holdings LP.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons Roark Capital GenPar III LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 68,832,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 42.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the general partner of Roark Capital GenPar III Cayman AIV Sub LLC.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons Neal K. Aronson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 68,832,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 42.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on his capacity as the managing member of Roark Capital GenPar III LLC.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons RC IV Cayman ICW Holdings Sub LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 32,758,952.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons RC IV Cayman ICW Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 32,758,952.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the sole member of RC IV Cayman ICW Holdings Sub LLC.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons RC IV Cayman ICW Equity LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 32,758,952.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the sole member of RC IV Cayman ICW Holdings LLC.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons Roark Capital Partners IV Cayman AIV LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 32,758,952.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the sole member of RC IV Cayman ICW Equity LLC.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons Roark Capital GenPar IV Cayman AIV LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 32,758,952.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the general partner of Roark Capital Partners IV Cayman AIV LP.
SCHEDULE 13G |
| CUSIP No. | 26210V102 |
| 1 | Names of Reporting Persons Roark Capital GenPar IV Cayman AIV Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 32,758,952.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
Comment for Type of Reporting Person:
Shared voting and dispositive power is based on its capacity as the general partner of Roark Capital GenPar IV Cayman AIV LP.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Driven Brands Holdings Inc. | |
| (b) | Address of issuer's principal executive
offices: 440 S. CHURCH STREET, SUITE 700, CHARLOTTE, NC 28202 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is being filed jointly by each of the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons") pursuant to a joint filing agreement, dated November 12, 2024, a copy of which is attached hereto as Exhibit 1:
1. Driven Equity Sub LLC
2. Driven Equity LLC
3. RC Driven Holdco LLC
4. Roark Capital Partners III AIV LP
5. RC III Portfolio Holdings LP
6. Roark Capital GenPar III Cayman AIV Sub LLC
7. Roark Capital GenPar III LLC
8. Neal K. Aronson
9. RC IV Cayman ICW Holdings Sub LLC
10. RC IV Cayman ICW Holdings LLC
11. RC IV Cayman ICW Equity LLC
12. Roark Capital Partners IV Cayman AIV LP
13. Roark Capital GenPar IV Cayman AIV LP
14. Roark Capital GenPar IV Cayman AIV Ltd | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is:
c/o Roark Capital Management, LLC
1180 Peachtree Street, Suite 2500
Atlanta, GA, 30309 | |
| (c) | Citizenship: 1. Driven Equity Sub LLC is a Delaware limited liability company.
2. Driven Equity LLC is a Delaware limited liability company.
3. RC Driven Holdco LLC is a Delaware limited liability company.
4. Roark Capital Partners AIV III LP is a Delaware limited partnership.
5. RC III Portfolio Holdings LP is a Cayman Islands exempted limited partnership.
6. Roark Capital GenPar III Cayman AIV Sub LLC is a Cayman Islands limited liability company.
7. Roark Capital GenPar III LLC is a Delaware limited liability company.
8. Neal K. Aronson is a citizen of the United States of America.
9. RC IV Cayman ICW Holdings Sub LLC is a Cayman Islands exempted limited liability company.
10. RC IV Cayman ICW Holdings LLC is a Cayman Islands exempted limited liability company.
11. RC IV Cayman ICW Equity LLC is a Cayman Islands exempted limited liability company.
12. Roark Capital Partners IV Cayman AIV LP is a Cayman Islands exempted limited partnership.
13. Roark Capital GenPar IV Cayman AIV LP is a Cayman Islands exempted limited partnership.
14. Roark Capital GenPar IV Cayman AIV Ltd. is a Cayman Islands exempted limited liability company. | |
| (d) | Title of class of securities: Common Stock, $0.01 par value | |
| (e) | CUSIP No.: 26210V102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Section 13G are incorporated herein by reference. Pursuant to Rule 13d-4 of the Act, unless otherwise noted herein, neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it or he is the beneficial owner of any of the Common Stock or other securities referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its or his pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person other than the holders of record of the securities.
The percent of class represented by amount in row (9) of each Reporting Person's cover page is based on 164,081,878 shares of common stock, par value $0.01 per share (the "Common Stock") that were issued and outstanding as of August 5, 2024 as reported in the Quarterly Report on Form 10-Q of Driven Brands Holdings Inc. for the quarter ended June 29, 2024, filed with the Securities and Exchange Commission on August 8, 2024.
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. As a result, Roark Capital Partners III AIV LP no longer has beneficial ownership of the shares of Common Stock held by Driven Equity Sub LLC and thereby ceased being a reporting person on this Schedule 13G. | |
| (b) | Percent of class: See Row 11 of each Reporting Person's cover page. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Rows 5-9 of each Reporting Person's cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See Rows 5-9 of each Reporting Person's cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Rows 5-9 of each Reporting Person's cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Rows 5-9 of each Reporting Person's cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 1: Joint Filing Agreement, filed on November 12, 2024. |