EWC Holdings, Inc. - 20 Dec 2021 Form 4 Insider Report for European Wax Center, Inc. (EWCZ)

Role
10%+ Owner
Signature
/s/ David Coba
Issuer symbol
EWCZ
Transactions as of
20 Dec 2021
Net transactions value
$0
Form type
4
Filing time
22 Dec 2021, 15:07:54 UTC
Previous filing
11 Aug 2021
Next filing
27 Sep 2022
SEC
View on sec.gov

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 -2,850,000 -25% 8,574,388 20 Dec 2021 Direct F1, F2, F3
transaction EWCZ Class A common stock Conversion of derivative security +2,850,000 2,850,000 20 Dec 2021 Direct F3
transaction EWCZ Class A common stock Other -2,849,998 -100% 2 20 Dec 2021 Direct F3, 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 Conversion of derivative security -2,850,000 -25% 8,574,388 20 Dec 2021 Class A common stock 2,850,000 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 Pursuant to the Exchange Agreement, the Reporting Person exchanged 2,850,000 EWC Ventures Units, together with 2,850,000 shares of Class B common stock, for 2,850,000 shares of Class A common stock.
F4 On December 20, 2021, the Reporting Person declared a dividend to its shareholders, payable in the form of shares of Class A common stock, resulting in the disposition of 2,849,998 shares of Class A common stock (with cash paid in lieu of fractional shares), resulting in the Reporting Person's continuing ownership of 2 shares of Class A common stock.