RC Driven Holdco Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DRIVEN EQUITY SUB LLC

(Last) (First) (Middle)

C/O ROARK CAPITAL MANAGEMENT, LLC

1180 PEACHTREE STREET, SUITE 2500

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

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.

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								68,832,571	D(1)(2)(3)(4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

DRIVEN EQUITY SUB LLC

(Last) (First) (Middle)

C/O ROARK CAPITAL MANAGEMENT, LLC

1180 PEACHTREE STREET, SUITE 2500

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Driven Equity LLC

(Last) (First) (Middle)

C/O ROARK CAPITAL MANAGEMENT, LLC

1180 PEACHTREE STREET, SUITE 2500

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RC Driven Holdco LLC

(Last) (First) (Middle)

C/O ROARK CAPITAL MANAGEMENT, LLC

1180 PEACHTREE STREET, SUITE 2500

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RC III Portfolio Holdings LP

(Last) (First) (Middle)

C/O ROARK CAPITAL MANAGEMENT, LLC

1180 PEACHTREE STREET, SUITE 2500

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Roark Capital GenPar III Cayman AIV Sub LLC

(Last) (First) (Middle)

C/O ROARK CAPITAL MANAGEMENT, LLC

1180 PEACHTREE STREET, SUITE 2500

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROARK CAPITAL PARTNERS III AIV LP

(Last) (First) (Middle)

C/O ROARK CAPITAL MANAGEMENT, LLC

1180 PEACHTREE STREET, SUITE 2500

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Roark Capital GenPar III LLC

(Last) (First) (Middle)

C/O ROARK CAPITAL MANAGEMENT, LLC

1180 PEACHTREE STREET, SUITE 2500

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 consists solely of an exit report for Roark Capital Partners III AIV LP, as this entity is no longer subject to Section 16. No shares of common stock, par value $0.01 per share, of Driven Brands Holdings Inc. (the "Common Stock") were sold for any consideration by any of the reporting persons or any member of the reporting persons' 10% group.

2. 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.

3. Consists of shares held directly by Driven Equity Sub LLC. Driven Equity Sub LLC is controlled by Driven Equity LLC, which is controlled by RC Driven Holdco LLC, which is controlled by RC III Portfolio Holdings LP, which is controlled by Roark Capital GenPar III Cayman AIV Sub LLC, which is in turn controlled by Roark Capital GenPar III LLC. Roark Capital GenPar III LLC is controlled by its managing member, Neal K. Aronson.

4. Each of Driven Equity LLC, RC Driven Holdco LLC, RC III Portfolio Holdings LP, Roark Capital GenPar III Cayman AIV Sub LLC and Roark Capital GenPar III LLC (collectively with Driven Equity Sub LLC, the "Driven Equity Entities") and Mr. Aronson may be deemed to have voting and dispositive power with respect to the shares of Common Stock directly held by Driven Equity Sub LLC and therefore be deemed to be the beneficial owner of the 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 Driven Equity Entities are members of a 10% group with (i) Neal K. Aronson and (ii) RC IV Cayman ICW Holdings Sub LLC, 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 (the "RC IV Entities"). None of the shares of Common Stock held by Mr. Aronson and the RC IV Entities are reflected in this report.

	See signatures attached as Exhibit 99.1	03/26/2024
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.