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Filing Details

Accession Number:: 0001104659-21-103715
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2021-08-11 21:38:19
Reporting Period:: 2021-08-09

Accepted Time:: 2021-08-11 21:38:19
Original Submission Date:: 2021-08-09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1856236	European Wax Center Inc.	EWCZ	Services-Personal Services (7200)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1872841	Ewc Holdings, Inc.	527 Royal Plaza Drive Fort Lauderdale FL 33301		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2021-08-09	1,008,639	$0.00	12,854,863	No	4	S	Direct
Class B Common Stock	Disposition	2021-08-09	1,025,770	$0.00	11,829,093	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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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	1,008,639	$0.00	1,008,639	$0.00
Class A Common Stock	Common units of EWC Ventures, LLC	Disposition	2021-08-09	1,025,770	$0.00	1,025,770	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
12,854,863			No	4	S	Direct
11,829,093			No	4	S	Direct

Footnotes

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.
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.
The issuer sold 8,915,206 shares of Class A common stock of the Issuer in the Issuer's initial public offering and used a portion of the net proceeds from the offering to purchase common units of EWC Ventures and corresponding shares of Class B common stock. 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.
The issuer used a portion of the net proceeds from the 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).