David L. Willis - Aug 5, 2021 Form 4 Insider Report for European Wax Center, Inc. (EWCZ)

Role: Chief Operating Officer
Signature: /s/ Gavin M. O'Connor, attorney-in-fact
Stock symbol: EWCZ
Transactions as of: Aug 5, 2021
Transactions value $: $204,000
Form type: 4
Date filed: 8/9/2021, 06:40 PM
Next filing: Nov 15, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EWCZ	Class A common stock	Award	$0	+26.5K		$0.00	26.5K	Aug 5, 2021	Direct	F1
transaction	EWCZ	Class A common stock	Purchase	$204K	+12K	+45.33%	$17.00	38.5K	Aug 9, 2021	Direct	F2
transaction	EWCZ	Class B common stock	Disposed to Issuer		-25.3K	-4.78%		505K	Aug 9, 2021	Direct	F3, F4, F5

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		-25.3K	-4.78%		505K	Aug 9, 2021	Class A common stock	25.3K		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Represents shares acquired pursuant to a directed share program in connection with the Issuer's initial public offering of Class A common stock.
F3	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.
F4	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.
F5	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).