Edgar Filing: Smith Gregory Howard

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Smith Gregory Howard

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)

(Last)

(First)

(Middle)

1350 BROADWAY, SUITE 2412

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2012

(Street)

NEW YORK, NY 10018

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/31/2012		P		132,630	A	$ 16.3682 ⁽¹⁾	880,210	I	By Birch Run Capital Partners, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	10/31/2012		P		510,000	A	$ 16.3682 ⁽¹⁾	4,245,983	I	By Walnut BRC, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	10/31/2012		P		698,051	A	$ 16.3682 ⁽¹⁾	2,733,568	I	By Torch BRC, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	11/01/2012		P		26,779	A	$ 16.6534 ⁽⁵⁾	906,989	I	By Birch Run Capital Partners, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	11/01/2012		P		15,000	A	$ 16.6534 ⁽⁵⁾	4,260,983	I	By Walnut BRC, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	11/01/2012		P		140,942	A	$ 16.6534 ⁽⁵⁾	2,874,510	I	By Torch BRC, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	11/02/2012		P		30,591	A	$ 16.9721 ⁽⁶⁾	937,580	I	By Birch Run Capital Partners, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	11/02/2012		P		421,009	A	$ 16.9721 ⁽⁶⁾	3,295,519	I	By Torch BRC, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Smith Gregory Howard 1350 BROADWAY SUITE 2412 NEW YORK, NY 10018		X

Signatures

Gregory Smith, Co-managing member of Birch Run Capital, LLC		11/02/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $16.01 to $16.65, 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 footnotes (1), (5) and (6) to this Form 4.
(2)	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 937,580 shares; Walnut BRC, L.P. is the record owner of 4,260,983 shares; and Torch BRC, L.P. is the record owner of 3,295,519 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"). Birch Run Capital, LLC ("Birch") serves as the registered investment adviser to the Funds. Daniel Beltzman and Gregory Smith are the co-Managing Members of Birch Run Capital, LLC and the General Partners. Daniel Beltzman, Gregory Smith, the Funds, Birch and the General Partners may be deemed to share voting and dispositive power over the reported securities.
(4)	Each of Gregory Smith, Daniel Beltzman, the Funds, Birch, 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 Gregory Smith, Daniel Beltzman, the Funds, Birch or each of the General Partners is the beneficial owner of such interests for purposes of Section 16 or any other purpose.
(5)	The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $16.45 to $16.70, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $16.50 to $17.25, inclusive.

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