Driven Brands Holdings Inc. — Director's Dealing 2021

Sep 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Driven Brands Holdings Inc. (DRVN)
CIK: 0001804745
Period of Report: 2021-09-08

Reporting Person: ARONSON NEAL K (Director, 10% Owner, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-08	Common Stock, par value $0.01 per share	S	597181	$29.50	Disposed	73575368	Indirect
2021-09-08	Common Stock, par value $0.01 per share	S	284212	$29.50	Disposed	35016155	Indirect

Footnotes

F1: Consists of shares held directly by Driven Equity LLC. Driven Equity LLC is controlled by RC Driven Holdco LLC. RC Driven Holdco LLC is controlled by Roark Capital Partners III LP, which is in turn controlled by its general partner, Roark Capital GenPar III LLC. Roark Capital GenPar III LLC is controlled by its managing member, Neal K. Aronson. Mr. Aronson may be deemed to have voting and dispositive power with respect to the common stock directly owned by Driven Equity LLC and therefore be deemed to be the beneficial owner of the common stock held by Driven Equity LLC, but disclaims beneficial ownership of such common stock except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that Mr. Aronson 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.

F2: Consists of shares held directly by RC IV Cayman ICW Holdings LLC. RC IV Cayman ICW Holdings LLC is controlled by RC IV Cayman Equity ICW LLC. RC IV Cayman Equity ICW LLC is controlled by Roark Capital Partners IV Cayman AIV LP, which is in turn controlled by its general partner, Roark Capital GenPar IV Cayman AIV LP. Roark Capital GenPar IV Cayman AIV LP is controlled by its general partner, Roark Capital GenPar IV Cayman AIV Ltd. (Continued in FN3)

F3: (Continued from FN2) By virtue of being a member of a group with the RC IV Entities (as defined below), Mr. Aronson may be deemed to have voting and dispositive power with respect to the common stock directly owned by RC IV Cayman ICW Holdings LLC and therefore be deemed to be the beneficial owner of the common stock held by RC IV Cayman ICW Holdings LLC, but disclaims beneficial ownership of such common stock except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that Mr. Aronson 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.

F4: These shares were sold by Driven Equity LLC pursuant to the underwriters' exercise in part of the option granted to the underwriters in connection with the recently closed public offering of common stock by Driven Equity LLC and RC IV Cayman ICW Holdings LLC.

F5: These shares were sold by RC IV Cayman ICW Holdings LLC pursuant to the underwriters' exercise in part of the option granted to the underwriters in connection with the recently closed public offering of common stock by Driven Equity LLC and RC IV Cayman ICW Holdings LLC.