Joel Larkin - Apr 6, 2024 Form 3 Insider Report for European Wax Center, Inc. (EWCZ)

Role
Officer Title: Chief Franchise and Development Officer; Exhibit 24.1 - Power of Attorney
Signature
/s/ Gavin M. O'Connor, attorney-in-fact
Stock symbol
EWCZ
Transactions as of
Apr 6, 2024
Transactions value $
$0
Form type
3
Date filed
4/8/2024, 04:11 PM
Next filing
May 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding EWCZ Class A common stock 38.2K Apr 6, 2024 Direct F1, F2, F3, F4
holding EWCZ Class B common stock 59.5K Apr 6, 2024 See footnote F5, F6, F7

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
holding EWCZ Employee stock option (right to buy) Apr 6, 2024 Class A common stock 12.9K $17.00 Direct F8
holding EWCZ Employee stock option (right to buy) Apr 6, 2024 Class A common stock 20.5K $19.43 Direct F9
holding EWCZ Employee stock option (right to buy) Apr 6, 2024 Class A common stock 31.3K $17.74 Direct F10
holding EWCZ Common units of EWC Ventures, LLC Apr 6, 2024 Class A common stock 59.5K See footnote F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 8,824 restricted stock units ("RSUs") which were granted on August 5, 2021. 33% of those RSUs vested on the first anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting). 33% of those RSUs vested on the second anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting), and 34% of them will vest on the third anniversary of the date of grant.
F2 Includes 3,000 RSUs which were granted on February 16, 2022. 33% of those RSUs vested on the first anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting). 33% of those RSUs vested on the second anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting), and 34% of them will vest on the third anniversary of the date of grant.
F3 Includes 12,353 RSUs which were granted on March 14, 2023. 33% of those RSUs vested on the first anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting). 33% of those RSUs will vest on the second anniversary of the date of grant, and 34% of them will vest on the third anniversary of the date of grant.
F4 Also includes 17,760 RSUs which were granted on March 7, 2024 and will vest over three years, with 33% of the RSUs vesting on the first anniversary of the date of grant, 33% of the RSUs vesting on the second anniversary of the date of grant, and 34% of the RSUs vesting on the third anniversary of the date of grant.
F5 Shares of Class B common stock of the Issuer ("Class B common stock") 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 non-voting common units of EWC Ventures, LLC ("EWC Ventures Units") held.
F6 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.
F7 By EWC Management Holdco, LLC, a holding vehicle through which employees of the Issuer hold vested and unvested EWC Ventures Units and shares of Class B common stock. The reporting person disclaims beneficial ownership in such EWC Ventures Units and shares held by EWC Management Holdco, LLC except to the extent of her pecuniary interest therein. 52,042 EWC Ventures Units held by the reporting person are subject to time-based vesting, of which 50,183 have vested, and 7,449 EWC Ventures Units held by the reporting person which vested upon the Issuer's Class A common stock achieving a specified price per share or other specified performance metrics.
F8 These options will become 100% vested and exercisable in full on August 5, 2024, subject to the reporting person's continued employment or service with the Issuer through such date.
F9 These options will become 100% vested and exercisable in full on March 14, 2026, subject to the reporting person's continued employment or service with the Issuer through such date.
F10 These options will become 100% vested and exercisable in full on March 7, 2027, subject to the reporting person's continued employment or service with the Issuer through such date.

Remarks:

Officer Title: Chief Franchise and Development Officer; Exhibit 24.1 - Power of Attorney