Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)
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Regis Corporation
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(Name of Issuer)
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Common Stock, par value $0.05 per share
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(Title of Class of Securities)
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758932107
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(CUSIP Number)
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Caren Abramovich
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Birch Run Capital Advisors, LP
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405 Lexington Avenue
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Suite 720
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New York, NY 10174
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(212) 433–1980
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with a copy to:
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Douglas Rappaport
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Akin Gump Strauss Hauer & Feld LLP
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One Bryant Park
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New York, NY 10036–6745
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(212) 872-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 13, 2015
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d -7(b) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 758932107
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1
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NAMES OF REPORTING PERSONS
Birch Run Capital Advisors, LP* |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ] |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
10,655,170 |
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9
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SOLE DISPOSITIVE POWER
0 |
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10
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SHARED DISPOSITIVE POWER
10,655,170 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,655,170 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%** |
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14
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TYPE OF REPORTING PERSON (See Instructions)
IA, PN |
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*Birch Run Capital Advisors, LP is a registered investment adviser.
**This calculation is based on a total of 35,665,777 shares of the common stock of Regis Corporation (the “Issuer”) outstanding as of September 4, 2020, as reported in the Issuer’s
Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2020.
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CUSIP No. 758932107
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1
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NAMES OF REPORTING PERSONS
BRC Advisors GP, LLC* |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ] |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
10,655,170 |
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9
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SOLE DISPOSITIVE POWER
0 |
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10
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SHARED DISPOSITIVE POWER
10,655,170 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,655,170 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%** |
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO, HC |
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*BRC Advisors GP, LLC is the General Partner to Birch Run Capital Advisors, LP, the registered investment adviser.
**This calculation is based on a total of 35,665,777 shares of the common stock of the Issuer outstanding as of September 4, 2020, as reported in the Issuer’s Proxy Statement filed
with the SEC on September 16, 2020.
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CUSIP No. 758932107
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1
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NAMES OF REPORTING PERSONS
Daniel Gordon Beltzman |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ] |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
17,535* |
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8
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SHARED VOTING POWER
10,655,170 |
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9
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SOLE DISPOSITIVE POWER
17,535* |
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10
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SHARED DISPOSITIVE POWER
10,655,170 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,672,706* |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%*** |
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN, HC |
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*Daniel Beltzman has been awarded an aggregate of 17,535 restricted stock units (“RSUs”). Each RSU represents a contingent right to receive one share of the Issuer’s common stock.
**This calculation is based on a total of 35,665,777 shares of the common stock of the Issuer outstanding as of September 4, 2020, as reported in the Issuer’s Proxy Statement filed
with the SEC on September 16, 2020.
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CUSIP No. 758932107
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1
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NAMES OF REPORTING PERSONS
Gregory Howard Smith |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] |
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF |
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ] |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
10,655,170 |
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9
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SOLE DISPOSITIVE POWER
0 |
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10
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SHARED DISPOSITIVE POWER
10,655,170 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,655,170 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%* |
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN, HC |
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*This calculation is based on a total of 35,665,777 shares of the common stock of the Issuer outstanding as of September 4, 2020, as reported in the Issuer’s Proxy Statement filed
with the SEC on September 16, 2020.
Amendment No. 5 to Schedule 13D
This Amendment No. 5 amends and supplements the Amended Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 22, 2014, by Daniel Beltzman, Gregory
Smith, Birch Run Capital Advisors, LP and BRC Advisors GP, LLC (collectively, the “Reporting Persons”).
Except as specifically provided herein, this Amendment No. 5 does not modify any of the disclosure previously reported in the Schedule 13D, as amended. Unless otherwise defined
herein, all capitalized terms shall have the meanings ascribed to them in the previously filed Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
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ITEM 1.
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SECURITY AND ISSUER
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Item 1 of the Schedule 13D is hereby amended and restated as follows:
The class of equity security to which this statement on Schedule 13D relates is the common stock, par value $0.05 per share (the “Common Stock”) of Regis Corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 3701 Wayzata Boulevard, Minneapolis, MN 55416.
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ITEM 2.
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IDENTITY AND BACKGROUND
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Item 2 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
The business address of the Reporting Persons is 405 Lexington Avenue, Suite 720, New York, New York 10174.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Schedule 13D is hereby amended and restated as follows:
Birch Run Capital Advisors, LP (the “Adviser”) advises the accounts of Birch Run Capital Partners, LP, Walnut BRC, LP and Torch BRC, LP, (collectively, the “Funds”), which have purchased an aggregate of
10,655,170 shares of Common Stock for a total consideration (including brokerage commissions) of $169,370,417.61 derived from the capital of each of the aforementioned accounts.
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ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
This Amendment No. 5 to Schedule 13D reflects the Reporting Persons’ current beneficial ownership of Common Stock, which has not changed since their last acquisition of beneficial ownership of Common Stock
in March 2015. All transactions in Common Stock by the Reporting Persons have been previously reported in Form 4 filings with the SEC. The Reporting Persons are filing this Amendment No. 5 to Schedule 13D as changes to the Reporting Persons’
beneficial ownership and percentage of beneficial ownership of the outstanding shares of Common Stock since the previous Schedule 13D amendment may be deemed to be sufficiently material to require a Schedule 13D amendment. The change in the
Reporting Persons’ percentage of beneficial ownership of Common Stock since the previous Schedule 13D amendment has predominantly been due to a decrease in the number of shares of Common Stock outstanding.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on a total of 35,665,777 shares of the Common Stock
outstanding as of September 4, 2020, as reported in the Issuer’s Proxy Statement filed with the SEC on September 16, 2020.
The Funds hold an aggregate of 10,655,170 shares of Common Stock. Of such shares, Birch Run Capital Partners, LP holds 1,658,941 shares of Common Stock, Walnut BRC, LP holds 5,033,581 shares of Common
Stock and Torch BRC, LP holds 3,962,648 shares of Common Stock. Daniel Beltzman, a director on the Board, has been awarded an aggregate of 17,535 restricted stock units (“RSUs”) for his service as a director. Each RSU represents a contingent right to
receive one share of Common Stock.
The Funds have delegated to the Adviser voting and investment power over the securities held by the Funds pursuant to their respective Investment Management Agreements with the Adviser. As a result, each
of the Adviser, BRC Advisors GP, LLC (the “Adviser GP”), as the general partner of the Adviser, and Messrs. Beltzman and Smith, as Co-Managing Members of the Adviser GP, may be deemed to exercise voting and investment power over the shares of Common
Stock directly held by the Funds. The Funds specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment
Management Agreements with the Adviser.
(c) All of the transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D have been reported by the Reporting Persons in Form 4 filings with
the SEC and such Form 4 filings are incorporated herein by reference. The last transaction effected by any of the Reporting Persons took place on March 17, 2015.
(d) Items 5(a) and 5(b) above are incorporated by reference herein.
(e) Not applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
The Letter Agreement with the Issuer discussed in Item 6 of Amendment No. 3 to this Schedule 13D automatically terminated by its terms in December 2016.
Signature
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and
correct.
Dated as of October 16, 2020
Birch Run Capital Advisors, LP
By: /s/ Caren Abramovich
Name: Caren Abramovich
Title: Chief Operating & Compliance Officer
BRC Advisors GP, LLC, the General Partner
Name: Caren Abramovich
Title: Chief Operating & Compliance Officer
BRC Advisors GP, LLC, the General Partner
BRC Advisors GP, LLC
By: /s/ Caren Abramovich
Name: Caren Abramovich
Title: Chief Operating & Compliance Officer
Name: Caren Abramovich
Title: Chief Operating & Compliance Officer
Daniel Beltzman
By: /s/ Daniel Beltzman
Gregory Smith
By: /s/ Gregory Smith