Filing Details

Accession Number:
0001104659-21-102340
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-08-09 18:40:59
Reporting Period:
2021-08-05
Accepted Time:
2021-08-09 18:40:59
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1856236 European Wax Center Inc. EWCZ () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1494699 L David Willis 5830 Granite Parkway, 3Rd Floor
Plano TX 75024
Chief Operating Officer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2021-08-05 26,471 $0.00 26,471 No 4 A Direct
Class A Common Stock Acquisiton 2021-08-09 12,000 $17.00 38,471 No 4 P Direct
Class B Common Stock Disposition 2021-08-09 25,328 $0.00 504,796 No 4 D Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Direct
No 4 P Direct
No 4 D Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Common units of EWC Ventures, LLC Disposition 2021-08-09 25,328 $0.00 25,328 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
504,796 No 4 D Direct
Footnotes
  1. Represents restricted stock units that vest in three equal annual installments beginning on August 5, 2022, subject to the reporting person's continued employment on the applicable vesting date.
  2. Represents shares acquired pursuant to a directed share program in connection with the Issuer's initial public offering of Class A common stock.
  3. Shares of Class B common stock of the Issuer have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of common units of EWC Ventures, LLC ("EWC Ventures Units") held.
  4. Pursuant to the terms of the Exchange Agreement, effective as of August 4, 2021, by and among the Issuer, EWC Ventures, LLC and the equityholders of EWC Ventures, LLC (the "Exchange Agreement"), EWC Ventures Units, together with a corresponding number of shares of Class B common stock, may be exchanged for shares of Class A common stock of the Issuer, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire.
  5. The Issuer used a portion of the net proceeds from its initial public offering to purchase EWC Ventures Units and shares of Class B common stock in satisfaction of deferred payment obligations under the Class C Units of EWC Ventures, LLC previously held by the reporting person. The purchase price per EWC Ventures Unit and share of Class B common stock was $17.00, the same price per share received by the Issuer from the underwriters in the initial public offering (but without giving effect to any underwriting discount or commission).