EWC Holdings, Inc. - Aug 11, 2021 Form 4 Insider Report for European Wax Center, Inc. (EWCZ)

Role: 10%+ Owner
Signature: /s/ David Coba
Stock symbol: EWCZ
Transactions as of: Aug 11, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/11/2021, 09:42 PM
Previous filing: Aug 11, 2021
Next filing: Dec 22, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EWCZ	Class B common stock	Sale		-405K	-3.42%		11.4M	Aug 11, 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	Sale		-405K	-3.42%		11.4M	Aug 11, 2021	Class A common stock	405K		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 an additional 913,998 shares of Class A common stock of the Issuer, pursuant to the underwriters' exercise in full of the over-allotment option the Issuer granted to the underwriters in connection with its recently closed initial public offering of 10,600,000 shares of Class A common stock. The Issuer used a portion of the net proceeds from the offering of the additional 913,998 shares of Class A common stock 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 $17.00, the same price per share received by the Issuer from the underwriters in the initial public offering.