Kyle L. Marshall Form 3 Driven Brands / Kyle L. Marshall ownership change

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^*

Marshall Kyle L.

(Last) (First) (Middle)

440 SOUTH CHURCH STREET, SUITE 700

(Street)

CHARLOTTE NC 28202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2021

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	10% Owner
X	Officer (give title below)	Other (specify below)
President, Platform Services

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	21,326	D
Common Stock	89,576(1)	D

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. Represents (i) 13,159 shares of restricted stock granted to the reporting person that vest in 4 equal installments (rounded to the nearest integer) on the next upcoming 4 anniversaries of January 1, 2020, (ii) 2,605 shares of restricted stock granted to the reporting person that vest in 5 equal installments (rounded to the nearest integer) on the next upcoming 5 anniversaries of August 3, 2020 and (iii) 73,812 shares of restricted stock that will vest upon the achievement by RC Driven Holdco LLC and certain of its affiliates of certain internal rate of return thresholds in respect of their investment in Driven Brand Holdings Inc.'s securities.

Remarks:

See Exhibit 24.1- Power of Attorney.

	/s/ Scott O'Melia, Attorney in Fact	01/14/2021
	** 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).
** 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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