SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Smith Gregory Howard

(Last) (First) (Middle)
1350 BROADWAY
SUITE 2412

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REGIS CORP [ rgs ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/30/2012 P 55,236 A $18.0369 745,021 I By Birch Run Capital Partners, L.P. (1) (2) (3)
Common Stock 08/30/2012 P 226,675 A $18.0369 3,725,431 I By Walnut BRC, L.P. (1) (2) (3)
Common Stock 08/30/2012 P 245,489 A $18.0369 2,024,145 I By Torch BRC, L.P. (1) (2) (3)
Common Stock 08/31/2012 P 1,204 A $17.932 746,225 I By Birch Run Capital Partners, L.P. (1) (2) (3)
Common Stock 08/31/2012 P 4,973 A $17.932 3,730,404 I By Walnut BRC, L.P. (1) (2) (3)
Common Stock 08/31/2012 P 5,351 A $17.932 2,029,496 I By Torch BRC, L.P. (1) (2) (3)
Common Stock 09/04/2012 P 1,355 A $17.9812 747,580 I By Birch Run Capital Partners, L.P. (1) (2) (3)
Common Stock 09/04/2012 P 5,579 A $17.9812 3,735,983 I By Walnut BRC, L.P. (1) (2) (3)
Common Stock 09/04/2012 P 6,021 A $17.9812 2,035,517 I By Torch BRC, L.P. (1) (2) (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. These securities are owned 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 747,580 shares; Walnut BRC, L.P. is the record owner of 3,735,983 shares; and Torch BRC, L.P. is the record owner of 2,035,517 shares.
2. Birch Run Capital GP, LLC serves as General Partner to Birch Run Capital Partners, L.P. Walnut BRC GP, LLC serves as General Partner to Walnut BRC, L.P. Torch BRC GP, LLC serves as General Partner to Torch BRC, L.P. (collectively, "the General Partners"). Birch Run Capital, LLC ("Birch") serves as the registered investment adviser to the Funds. Gregory Smith (the "Reporting Person") and Daniel Beltzman are the co-Managing Members of Birch and the General Partners. The General Partners, Birch, the Reporting Person, Daniel Beltzman and the Funds may be deemed to share voting and dispositive power over the reported securities.
3. Each of the Reporting Person, Birch, the Funds, Daniel Beltzman and the General Partners 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 the Reporting Person, Birch, the Funds, Daniel Beltzman or each of the General Partners is the beneficial owner of such interests for purposes of Section or any other purpose.
Gregory Smith, Co-Managing Member of Birch Run Capital, LLC 09/04/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.