Sec Form 13D Filing - Birch Run Capital Advisors LP filing for REGIS CORP (RGS) - 2021-08-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

  _______________________________________________

Regis Corporation

(Name of Issuer)

Common Stock, par value $0.05 per share

(Title of Class of Securities)

758932107

(CUSIP Number)

Caren Abramovich

Birch Run Capital Advisors, LP

405 Lexington Avenue

Suite 923

New York, NY 10174

(212) 433–1980

with a copy to:

Douglas Rappaport

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 26, 2021

(Date of Event which Requires Filing of this Statement)

   _______________________________________________

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  ☐.

 

 

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

CUSIP No. 758932107

 

 

 

 

 

 

CUSIP No. 758932107

 

 

Amendment No. 0;7 to Schedule 13D

This Amendment No. 7 amends and supplements the Amended Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 14, 2021, by Daniel Beltzman, Gregory Smith, Birch Run Capital Advisors, LP, BRC Advisors GP, LLC, Walnut BRC, LP, New Walnut GP LLC, Torch BRC, LP, Springhill Investments LLC, James Grosfeld Trust under Agreement dated December 16, 1988, as amended, and James Grosfeld.

Except as specifically provided herein, this Amendment No. 7 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.

Item 2 of Schedule 13D is amended and restated, as the case may be, as follows:

(a) The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:

1. Birch Run Capital Advisors, LP, a Delaware limited partnership (the “Adviser”)

2. BRC Advisors GP, LLC, a Delaware limited liability company (“Birch Run GP”)

3. Daniel Beltzman

4. Gregory Smith

(b) The business address or address of its principal office, as applicable, of the Reporting Persons is:

405 Lexington Avenue, Suite 923, New York, New York 10174.

(c) Each of the Reporting Persons is engaged in the business of investing. The Adviser’s principal business is serving as an investment adviser to Birch Run Capital Partners, LP, an affiliated private investment fund. Birch Run GP’s principal business is serving as the general partner of the Adviser. Daniel Beltzman’s principal occupation is serving as a Managing Member of Birch Run GP and a Managing Member of the general partner of Birch Run Capital Partners, LP. Gregory Smith’s principal occupation is serving as a Managing Member of Birch Run GP and a Managing Member of the general partner of Birch Run Capital Partners, LP.

(d) and (e) During the past five years, none of the Reporting Persons nor Birch Run Capital Partners, LP has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:

1. The Adviser – Delaware

2. Birch Run GP – Delaware

3. Daniel Beltzman – United States

4. Gregory Smith – United States

ITEM 4.  PURPOSE OF TRANSACTION

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On August 26, 2021, the Issuer filed its Annual Report on Form 10-K with the SEC and the Standstill Period under the previously disclosed Standstill Agreement terminated.  As the Standstill Period has terminated, the Reporting Persons will no longer be filing on Schedule 13D jointly with Walnut, Walnut GP, Torch, Springhill, Grosfeld Trust or James Grosfeld.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The information in Item 4 is incorporated herein by reference.

(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 35,806,265 shares of the Common Stock outstanding as of August 19, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on August 26, 2021.

Birch Run Capital Partners, LP holds 1,658,941 shares of Common Stock. Daniel Beltzman, a member the Issuer’s Board of Directors, 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.

Birch Run Capital Partners, LP has delegated to the Adviser voting and investment power over the securities held by it pursuant to an Investment Management Agreement with the Adviser. As a result, each of the Adviser, Birch Run 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 Birch Run Capital Partners, LP. Birch Run Capital Partners, LP specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with the Adviser.

(c) There have been no transactions in securities of the Issuer by the Reporting Persons within the last 60 days.

(d) Items 5(a) and 5(b) above are incorporated herein by reference.

(e) On June 11, 2021, the Reporting Persons ceased to be the beneficial owners of more than 5% of the class of securities.  On August 26, 2021, the Reporting Persons could no longer be deemed to be members of a group that beneficially owns more than 5% of the class of securities.

The information in Item 4 is incorporated herein by reference.

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 August 27, 2021

Birch Run Capital Advisors, LP