Statement of Changes in Beneficial Ownership (4)
August 27 2021 - 6:04PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Walnut BRC, L.P. |
2. Issuer Name and Ticker or Trading Symbol
REGIS CORP
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RGS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
655 MADISON AVE. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/26/2021 |
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(Street)
NEW YORK, NY 10065
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.05 per share | 8/26/2021 | | J(2) | | 5033581 | D | $0 | 0 | D (1)(2)(3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | In addition to Walnut BRC, L.P., a Delaware limited partnership ("Walnut"), this Form 4 is being filed jointly by New Walnut GP LLC, a Delaware limited liability company ("Walnut GP") (all of the foregoing, collectively, the "Reporting Persons"). The principal business address of the Reporting Persons is 655 Madison Avenue, New York, New York 10065. |
| (2) | On August 26, 2021, Walnut effected a distribution in kind to its limited partners, ratably and for no consideration, of a total of 5,033,581 shares of Common Stock (the "Subject Securities"). Following this distribution, neither Walnut nor Walnut GP has beneficial ownership of any Common Stock or of any other securities of the issuer. |
| (3) | The Subject Securities were held directly by Walnut. Walnut GP is the sole general partner of Walnut. Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Walnut BRC, L.P.
655 MADISON AVE.
NEW YORK, NY 10065 |
| X |
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New Walnut GP LLC
655 MADISON AVE.
NEW YORK, NY 10065 |
| X |
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Signatures
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| Walnut BRC, L.P.
By: /s/ Barry L. Bloom, Manager of General Partner | | 8/27/2021 |
| **Signature of Reporting Person | Date |
| New Walnut GP LLC
By: /s/ Barry L. Bloom, Manager | | 8/27/2021 |
| **Signature of Reporting Person | Date |
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