David L. Willis - May 24, 2022 Form 4 Insider Report for European Wax Center, Inc. (EWCZ)

Role: Chief Operating Officer & CFO
Signature: By: /s/ Gavin M. O'Connor, Attorney-in-Fact
Stock symbol: EWCZ
Transactions as of: May 24, 2022
Transactions value $: -$752,500
Form type: 4
Date filed: 5/25/2022, 04:05 PM
Previous filing: Feb 18, 2022
Next filing: Feb 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EWCZ	Class B Common Stock	Conversion of derivative security		-35K	-7.53%		430K	May 24, 2022	Direct	F1, F2, F3
transaction	EWCZ	Class A Common Stock	Conversion of derivative security		+35K	+291.67%		47K	May 24, 2022	Direct	F1, F2
transaction	EWCZ	Class A Common Stock	Sale	-$753K	-35K	-74.47%	$21.50	12K	May 24, 2022	Direct	F1

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	Conversion of derivative security		-35K	-7.53%		430K	May 24, 2022	Class A Common Stock	35K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On May 24, 2022, the Reporting Person exchanged 35,000 non-voting Common Units of EWC Ventures, LLC ("EWC Ventures Units") and 35,000 shares of Class B Common Stock of the Issuer for 35,000 shares of Class A Common Stock of the Issuer, and substantially simultaneously sold all 35,000 shares of Class A Common Stock of the Issuer. Following such sale, Mr. Willis holds 12,000 shares of Class A Common Stock, 429,796 EWC Ventures Units and 429,796 shares of Class B Common Stock of the Issuer.
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 of the Issuer, 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	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 EWC Ventures Units held.