REGIS CORP — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REGIS CORP (RGS)
CIK: 0000716643
Period of Report: 2012-06-29

Reporting Person: Smith Jeffrey C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Stock	A	5011	—	Acquired	5011	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2535000	Indirect

Footnotes

F1: The Reporting Person was awarded a grant of 5,011 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of RGS common stock.

F2: 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.

F3: 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.