REGIS CORP — Director's Dealing 2011

Nov 4, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: REGIS CORP (RGS)
CIK: 0000716643
Period of Report: 2011-10-27

Reporting Person: Smith Jeffrey C (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2535000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
5% Convertible Senior Notes due 2014	$15.46	2014-07-15	Common Stock (577462)		Indirect

Footnotes

F1: Shares are beneficially owned directly by Starboard Value & Opportunity Master Fund Ltd. ("Starboard V&O Fund") (1,565,502 shares), Starboard Value and Opportunity S LLC ("Starboard LLC") (719,498 shares) and a certain managed account ("Starboard Value LP Account")(250,000 shares) of Starboard Value LP ("Starboard Value LP"). Starboard Value LP acts as the investment manager of Starboard V&O Fund and Starboard Value LP Account and as the manager of Starboard LLC. Starboard Value LP has sole voting and dispositive power over the shares held by the Starboard Value LP Account. Starboard Value GP LLC ("Starboard Value GP") serves as the general partner of Starboard Value LP. Starboard Principal Co GP LLC ("Principal Co") is a member of Starboard Value GP.

F2: Starboard Principal Co GP LLC ("Principal GP") serves as the general partner of Principal Co. The Reporting Person serves as a member of Principal GP and a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: The notes are convertible into shares of common stock on and after April 15, 2014 until the close of business on the second scheduled trading day immediately preceding the July 15, 2014 maturity date. The notes are also convertible any time prior to the close of business immediately preceding April 15, 2014 under the following circumstances: (i) during any fiscal quarter commencing after September 30, 2009, if the last reported sale price of the Issuer's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day;

F4: (ii) during the five business day period after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of the Issuer's common stock and the applicable conversion rate on each such day; or (iii) upon the occurrence of specified corporate events.

F5: 370,380 shares underlying the notes are beneficially owned directly by Starboard V&O Fund and 207,082 shares underlying the notes are beneficially owned directly by Starboard LLC. See note (1).