GENERAL ATLANTIC, L.P. - 24 May 2022 Form 4 Insider Report for European Wax Center, Inc. (EWCZ)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
25 May 2022, 16:31:48 UTC
Prior SEC filing
19 May 2022
Next SEC filing
09 Aug 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ D. Gordon Cruess

Key filing fact

GENERAL ATLANTIC, L.P. filed Form 4 for European Wax Center, Inc. (EWCZ) on 25 May 2022.

Key facts

  • This page summarizes GENERAL ATLANTIC, L.P.'s Form 4 filing for European Wax Center, Inc. (EWCZ).
  • 4 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 25 May 2022, 16:31.

Change

  • Previous filing in this sequence was filed on 19 May 2022.
  • Current net transaction value: -$104,490,000.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

EWCZ transaction

Class B common stock

Conversion of derivative security

Transaction value
Shares
-2,088,228
Change %
-18%
Price
Shares after
9,706,709
Date
24 May 2022
Ownership
See footnotes
Footnotes
F1, F2, F3, F4, F5
EWCZ transaction

Class A common stock

Conversion of derivative security

Transaction value
Shares
+2,088,228
Change %
+13%
Price
Shares after
17,970,492
Date
24 May 2022
Ownership
See footnotes
Footnotes
F2, F4, F5, F6
EWCZ transaction

Class A common stock

Sale

Transaction value
$104,490,000
Shares
-4,860,000
Change %
-27%
Price
$21.50
Shares after
13,110,492
Date
24 May 2022
Ownership
See footnotes
Footnotes
F4, F5, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

EWCZ transaction Derivative

Common units of EWC Ventures, LLC

Conversion of derivative security

Transaction value
Shares
-2,088,228
Change %
-18%
Price
Shares after
9,706,709
Date
24 May 2022
Ownership
See footnotes
Underlying class
Class A common stock
Underlying amount
2,088,228
Exercise price
Footnotes
F2, F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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.

Footnote F3

Reflects 1,683,464 shares of Class B common stock held directly by GAPCO AIV Interholdco (EW), L.P., a Delaware limited partnership ("GAPCO AIV Interholdco EW") and 8,023,245 shares of Class B common stock held directly by General Atlantic Partners AIV (EW), L.P., a Delaware limited partnership ("GAP AIV EW").

Footnote F4

The shares held by GA AIV-1 B Interholdco (EW), L.P., a Delaware limited partnership ("GA AIV-1 B Interholdco EW"), GAPCO AIV Interholdco EW and 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"), GAPCO AIV Holdings, L.P., a Delaware limited partnership ("GAPCO AIV Holdings"), 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").

Footnote F5

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, GAPCO AIV Holdings, 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., a 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.

Footnote F6

Reflects 12,749,506 shares of Class A common stock held directly by GA AIV-1 B Interholdco EW and 360,986 shares of Class A common stock held directly by GAPCO AIV Interholdco EW.

SEC remarks

GA AIV-1 B Interholdco EW, GAPCO AIV Interholdco EW, GAP AIV EW, the GA Funds, GA GenPar EW, GAPCO AIV Holdings, 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

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