EWC Holdings, Inc. - Aug 9, 2021 Form 4/A - Amendment Insider Report for European Wax Center, Inc. (EWCZ)

Role: 10%+ Owner
Signature: /s/ David Coba
Stock symbol: EWCZ
Transactions as of: Aug 9, 2021
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 8/11/2021, 09:38 PM
Date Of Original Report: Aug 9, 2021
Previous filing: Aug 5, 2021
Next filing: Aug 11, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EWCZ	Class B common stock	Sale		-1.01M	-7.28%		12.9M	Aug 9, 2021	Direct	F1, F2, F3
transaction	EWCZ	Class B common stock	Sale		-1.03M	-7.98%		11.8M	Aug 9, 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		-1.01M	-7.28%		12.9M	Aug 9, 2021	Class A common stock	1.01M		Direct	F2, F3
transaction	EWCZ	Common units of EWC Ventures, LLC	Sale		-1.03M	-7.98%		11.8M	Aug 9, 2021	Class A common stock	1.03M		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.