Green Equity Investors VI, L.P. - Aug 26, 2021 Form 4 Insider Report for Mister Car Wash, Inc. (MCW)

Role: Director, 10%+ Owner
Signature: /s/ Andrew C. Goldberg, attorney-in-fact
Stock symbol: MCW
Transactions as of: Aug 26, 2021
Transactions value $: -$205,202,925
Form type: 4
Date filed: 8/30/2021, 05:39 PM
Previous filing: Jul 1, 2021
Next filing: Jun 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MCW	Common Stock	Sale	-$126M	-6.5M	-4.6%	$19.42	135M	Aug 26, 2021	Direct	F1, F2, F3, F4, F5
transaction	MCW	Common Stock	Sale	-$75.2M	-3.87M	-4.6%	$19.42	80.3M	Aug 26, 2021	Direct	F3, F4, F5, F6, F7
transaction	MCW	Common Stock	Sale	-$296K	-15.2K	-4.6%	$19.42	316K	Aug 26, 2021	Direct	F3, F4, F5, F8, F9
transaction	MCW	Common Stock	Sale	-$3.5M	-180K	-4.6%	$19.42	3.74M	Aug 26, 2021	Direct	F3, F4, F5, F10, F11

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

Explanation of Responses:

Id	Content
F1	Represents shares of Common Stock of the Issuer sold by Green Equity Investors VI, L.P. ("GEI VI").
F2	Represents shares owned by GEI VI.
F3	GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
F4	Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares of Common Stock held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B and, therefore, a "ten percent holder" hereunder.
F5	Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
F6	Represents shares of Common Stock sold by GEI Side VI.
F7	Represents shares of Common Stock owned by GEI Side VI.
F8	Represents shares of Common Stock sold by Associates VI-A.
F9	Represents shares of Common Stock owned by Associates VI-A.
F10	Represents shares of Common Stock sold by Associates VI-B.
F11	Represents shares of Common Stock owned by Associates VI-B.

Remarks:

Messrs. John Danhakl, Jonathan Seiffer, and J. Kristofer Galashan are members of the board of directors of the Issuer, and partners of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B (the "LGP Entities"). Accordingly, Messrs. Danhakl, Seiffer, and Galashan may be determined to represent the interest of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.