| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EWCZ | Class A common stock | Sale | -$86.6M | -3.3M | -17.19% | $26.25 | 15.9M | Nov 15, 2021 | See footnotes | F1, F2, F3 |
| transaction | EWCZ | Class B common stock | Disposed to Issuer | -2.48M | -17.4% | 11.8M | Nov 15, 2021 | See footnotes | F2, F3, F4, F5, F6, F7 |
| 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 | -2.48M | -17.4% | 11.8M | Nov 15, 2021 | Class A common stock | 2.48M | See footnotes | F2, F3, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | Reflects 15,444,728 shares of Class A common stock held directly by GA AIV-1 B Interholdco (EW), L.P., a Delaware limited partnership ("GA AIV-1 B Interholdco EW") and 437,536 shares of Class A common stock held directly by GAPCO AIV Interholdco (EW), L.P., a Delaware limited partnership ("GAPCO AIV Interholdco EW"). |
| F2 | The shares held by GA AIV-1 B Interholdco EW, GAPCO AIV Interholdco EW and General Atlantic Partners AIV (EW), L.P., a Delaware limited partnership ("GAP AIV EW"), are indirectly held and shared by the following investment funds (the "GA Funds"): General Atlantic Partners AIV-1 A, L.P., a Delaware limited partnership ("GAP AIV-1 A"), General Atlantic Partners AIV-1 B, L.P., a Delaware limited partnership ("GAP AIV-1 B"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), and GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"). |
| F3 | The general partner of GAP AIV EW is General Atlantic GenPar (EW), L.P., a Delaware limited partnership ("GA GenPar EW"). The general partner of GA GenPar EW, GA AIV-1 B Interholdco EW and GAPCO AIV Interholdco EW is General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV"). The general partner of GAP AIV-1 A and GAP AIV-1 B is General Atlantic GenPar, L.P., Delaware limited partnership ("GA GenPar"). The general partner of GA GenPar is General Atlantic, L.P., a Delaware limited partnership ("GA, L.P."). GA, L.P. is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are nine members of the management committee of GA, L.P. (the "GA Management Committee"). Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein. |
| F4 | 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. |
| F5 | 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. |
| F6 | 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. |
| F7 | Reflects 2,048,646 shares of Class B common stock held directly by GAPCO AIV Interholdco EW and 9,746,291 shares of Class B common stock held directly by GAP AIV EW. |
GA AIV-1 B Interholdco EW, GAPCO AIV Interholdco EW, GAP AIV EW, the GA Funds, GA GenPar EW, GA SPV, GA GenPar, and GA, L.P. may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. // Form 1 of 2