David L. Willis - Nov 15, 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: Nov 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/15/2021, 05:53 PM
Previous filing: Aug 9, 2021
Next filing: Feb 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EWCZ	Class B common stock	Disposed to Issuer		-40K	-7.92%		465K	Nov 15, 2021	Direct	F1, F2, F3

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		-40K	-7.92%		465K	Nov 15, 2021	Class A common stock	40K		Direct	F2, F3

* 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 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.