EWC Holdings, Inc. - 09 Aug 2021 Form 4/A - Amendment Insider Report for European Wax Center, Inc. (EWCZ)

Role
10%+ Owner
Signature
/s/ David Coba
Issuer symbol
EWCZ
Transactions as of
09 Aug 2021
Net transactions value
$0
Form type
4/A - Amendment
Filing time
11 Aug 2021, 21:38:19 UTC
Date Of Original Report
09 Aug 2021
Previous filing
05 Aug 2021
Next filing
11 Aug 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EWCZ Class B common stock Sale -1,008,639 -7.3% 12,854,863 09 Aug 2021 Direct F1, F2, F3
transaction EWCZ Class B common stock Sale -1,025,770 -8% 11,829,093 09 Aug 2021 Direct F1, F2, 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 Sale -1,008,639 -7.3% 12,854,863 09 Aug 2021 Class A common stock 1,008,639 Direct F2, F3
transaction EWCZ Common units of EWC Ventures, LLC Sale -1,025,770 -8% 11,829,093 09 Aug 2021 Class A common stock 1,025,770 Direct F2, 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 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.
F4 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).

Remarks:

This amendment is being filed to correct the number of securities disposed of by the reporting person as described in Note 3 above. As a result of the dispositions by the reporting person on August 9, 2021, the reporting person beneficially owned 11,829,093 shares of Class B common stock and 11,829,093 EWC Ventures Units.