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
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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*
Beltzman Daniel Gordon

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/22/2014 P 1,164 A $13.1955 (1) 1,479,267 I By Birch Run Capital Partners, LP (2) (3) (4) (5)
Common Stock 05/22/2014 P 1,005 A $13.1955 (1) 4,955,363 I By Walnut BRC, LP (2) (3) (4) (5)
Common Stock 05/22/2014 P 1,005 A $13.1955 (1) 3,884,430 I By Torch BRC, LP (2) (3) (4) (5)
Common Stock 12,032 D (6)
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
1. Name and Address of Reporting Person*
Beltzman Daniel Gordon

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

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
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)
1. Name and Address of Reporting Person*
Birch Run Capital Advisors, LP

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

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BRC Advisors GP, LLC

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

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $13.17 to $13.20, 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.
2. These 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 1,479,267 shares; Walnut BRC, L.P. is the record owner of 4,955,363 shares; and Torch BRC, L.P. is the record owner of 3,884,430 shares.
3. Birch 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.
4. Birch 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 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.
5. Each 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.
6. Reflects 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.
/s/ Daniel Beltzman 05/27/2014
/s/ Gregory Smith 05/27/2014
Birch Run Capital Advisors, LP Name: Caren E. Abramovich, Title: Chief Operating & Compliance Officer /s/ Caren E. Abramovich 05/27/2014
BRC Advisors GP, LLC Name: Caren E. Abramovich Title: Chief Operating & Compliance Officer /s/ Caren E. Abramovich 05/27/2014
** Signature of Reporting Person Date
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