Julie Hauser-Blanner - Oct 19, 2022 Form 3 Insider Report for European Wax Center, Inc. (EWCZ)

Role: SVP Ops, Field Tr. & Ind. Eng.
Signature: /s/ Gavin O'Connor, Attorney-in-Fact
Stock symbol: EWCZ
Transactions as of: Oct 19, 2022
Transactions value $: $0
Form type: 3
Date filed: 10/28/2022, 04:29 PM
Next filing: Feb 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	EWCZ	Class A common stock						11.1K	Oct 19, 2022	Direct	F1
holding	EWCZ	Class B common stock						41.4K	Oct 19, 2022	See footnote	F2, 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
holding	EWCZ	Employee stock option (right to buy)							Oct 19, 2022	Class A common stock	12.9K	$17.00	Direct	F5
holding	EWCZ	Common units of EWC Ventures, LLC							Oct 19, 2022	Class A common stock	41.4K		See footnote	F3, F4

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

Explanation of Responses:

Id	Content
F1	Includes 8,824 restricted stock units ("RSUs") which were granted on August 5, 2021. 33% of those RSUs vested on the first anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting). 33% of those RSUs will vest on the second anniversary of the date of grant, and 34% of them will vest on the third anniversary of the date of grant. Also includes 3,000 RSUs which were granted on February 16, 2022 and will vest over three years, with 33% of the RSUs vesting on the first anniversary of the date of grant, 33% of the RSUs vesting on the second anniversary of the date of grant, and 34% of the RSUs vesting on the third anniversary of the date of grant.
F2	Shares of Class B common stock of the Issuer ("Class B common stock") 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 non-voting common units of EWC Ventures, LLC ("EWC Ventures Units") held.
F3	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.
F4	By EWC Management Holdco, LLC, a holding vehicle through which employees of the Issuer hold vested and unvested EWC Ventures Units and shares of Class B common stock. The reporting person disclaims beneficial ownership in such EWC Ventures Units and shares held by EWC Management Holdco, LLC except to the extent of her pecuniary interest therein. 35,263 EWC Ventures Units held by the reporting person are subject to time-based vesting, of which 23,045 have vested, and 6,121 EWC Ventures Units held by the reporting person vest upon the Issuer's Class A common stock achieving a specified price per share or other specified performance metrics.
F5	These options will become 100% vested and exercisable in full on August 5, 2024, subject to the reporting person's continued employment or service with the Issuer through such date.

Remarks:

Exhibit 24.1 - Power of Attorney