SEC Form 4 · accession 0001062993-15-001380
REGIS CORP · RGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Birch Run Capital Advisors, LP
10% Owner
Daniel Gordon Beltzman
Director · 10% Owner
Gregory Howard Smith
10% Owner
BRC Advisors GP, LLC
10% Owner
Period of report
Mar 13, 2015
Accepted (ET)
Mar 17, 2015 · 7:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000716643
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Mar 13, 2015 | P | 48,666 | $15.8452 | A | 1,587,607 | I | by Birch Run Capital Partners, LP |
| Common StockF2,F3,F4,F5 | holding | — | — | — | 5,033,581 | I | by Walnut BRC, LP | |
| Common StockF2,F3,F4,F5 | holding | — | — | — | 3,962,648 | I | by Torch BRC, LP | |
| Common StockF6 | holding | — | — | — | 17,536 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $15.68 to $16.00, inclusive. The reporting person undertakes to provide to Regis Corporation, any security holder of Regis Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 1.
- F2These securities are held directly by Birch Run Capital Partners, L.P., Walnut BRC, L.P. and Torch BRC, L.P. (collectively, "the Funds"). As of the date of this filing: Birch Run Capital Partners, L.P. is the record owner of 1,587,607 shares; Walnut BRC, L.P. is the record owner of 5,033,581 shares; and Torch BRC, L.P. is the record owner of 3,962,648 shares.
- F3Birch Run Capital GP, LLC serves as the General Partner to Birch Run Capital Partners, L.P. Walnut BRC GP, LLC serves as the General Partner to Walnut BRC, L.P. Torch BRC GP, LLC serves as the General Partner to Torch BRC, L.P. (collectively, "the General Partners"). Daniel Beltzman and Gregory Smith are the co-Managers of the General Partners. As owners of the General Partners to the Funds, Messrs. Beltzman and Smith may share in an allocation of the profits of the Funds.
- F4Birch Run Capital Advisors, LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. BRC Advisors GP, LLC ("Adviser GP") is the General Partner to the Adviser. Daniel Beltzman and Gregory Smith are the Limited Partners of the Adviser and the Co-Managers of the Adviser GP. The Adviser, the Adviser GP, Daniel Beltzman and Gregory Smith may be deemed to share voting and dispositive power over the reported securities.
- F5Each of the Adviser, the Adviser GP, Daniel Beltzman, and Gregory Smith disclaim beneficial ownership of any interests of the reported securities in excess of such person's or entity's respective pecuniary interest in the securities. This report shall not be deemed an admission that each of the Adviser, the Adviser GP, Daniel Beltzman, or Gregory Smith is the beneficial owner of such interests for purposes of Section 16 or any other purpose.
- F6Reflects Restricted Stock Units (each a "RSU") previously granted to Daniel Beltzman, Co-Manager of the Adviser, as compensation for Mr. Beltzman's service on the Issuer's Board of Directors. Each RSU represents a contingent right to receive one share of RGS common stock.