David P. Berg - Nov 15, 2021 Form 4/A - Amendment Insider Report for European Wax Center, Inc. (EWCZ)

Role
Chief Executive Officer, Director
Signature
/s/ Gavin M. O'Connor, attorney-in-fact
Stock symbol
EWCZ
Transactions as of
Nov 15, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
11/16/2021, 07:39 PM
Date Of Original Report
Nov 15, 2021
Previous filing
Aug 6, 2021
Next filing
May 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EWCZ Class B common stock Disposed to Issuer -100K -6.72% 1.39M Nov 15, 2021 Direct F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EWCZ Common units of EWC Ventures, LLC Disposed to Issuer -100K -6.72% 1.39M Nov 15, 2021 Class A common stock 100K Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Original filing inadvertently reported an incorrect number of 150,000 securities.
F4 The Issuer sold 3,297,922 shares of Class A common stock of the Issuer in its public offering and used the net proceeds from the offering to purchase EWC Ventures Units and corresponding shares of Class B common stock. The purchase price per EWC Ventures Unit and share of Class B common stock was $26.25, the same price per share received by the Issuer from the underwriters in the public offering.