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

Role: 10%+ Owner
Signature: /s/ David Coba
Stock symbol: EWCZ
Transactions as of: Dec 20, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/22/2021, 03:07 PM
Previous filing: Aug 11, 2021
Next filing: Sep 27, 2022

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		-2.85M	-24.95%		8.57M	Dec 20, 2021	Direct	F1, F2, F3
transaction	EWCZ	Class A common stock	Conversion of derivative security		+2.85M			2.85M	Dec 20, 2021	Direct	F3
transaction	EWCZ	Class A common stock	Other		-2.85M	-100%		2	Dec 20, 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		-2.85M	-24.95%		8.57M	Dec 20, 2021	Class A common stock	2.85M		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.