4//SEC Filing
GENERAL ATLANTIC GENPAR, L.P. 4
Accession 0001104659-21-103716
CIK 0001856236other
Filed
Aug 10, 8:00 PM ET
Accepted
Aug 11, 9:40 PM ET
Size
17.6 KB
Accession
0001104659-21-103716
Insider Transaction Report
Form 4
GENERAL ATLANTIC GENPAR, L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Class B common stock
2021-08-11−509,293→ 14,279,561 total(indirect: See footnotes) - Sale
Class A common stock
2021-08-11$17.00/sh−676,002$11,492,034→ 19,180,186 total(indirect: See footnotes) - Disposition to Issuer
Common units of EWC Ventures, LLC
2021-08-11−509,293→ 14,279,561 total(indirect: See footnotes)→ Class A common stock (509,293 underlying)
General Atlantic GenPar (EW), L.P.
Director10% Owner
Transactions
- Sale
Class A common stock
2021-08-11$17.00/sh−676,002$11,492,034→ 19,180,186 total(indirect: See footnotes) - Disposition to Issuer
Class B common stock
2021-08-11−509,293→ 14,279,561 total(indirect: See footnotes) - Disposition to Issuer
Common units of EWC Ventures, LLC
2021-08-11−509,293→ 14,279,561 total(indirect: See footnotes)→ Class A common stock (509,293 underlying)
General Atlantic (SPV) GP, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Class B common stock
2021-08-11−509,293→ 14,279,561 total(indirect: See footnotes) - Disposition to Issuer
Common units of EWC Ventures, LLC
2021-08-11−509,293→ 14,279,561 total(indirect: See footnotes)→ Class A common stock (509,293 underlying) - Sale
Class A common stock
2021-08-11$17.00/sh−676,002$11,492,034→ 19,180,186 total(indirect: See footnotes)
Footnotes (7)
- [F1]Reflects 657,332 shares of Class A common stock held directly by GA AIV-1 B Interholdco (EW), L.P., a Delaware limited partnership ("GA AIV-1 B Interholdco EW") and 18,670 shares of Class A common stock held directly by GAPCO AIV Interholdco (EW), L.P., a Delaware limited partnership ("GAPCO AIV Interholdco EW").
- [F2]The shares held by GA AIV-1 B Interholdco EW, GAPCO AIV Interholdco EW and General Atlantic Partners AIV (EW), L.P., a Delaware limited partnership ("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"), 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"
- [F3]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, 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., 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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]Reflects 2,483,148 shares of Class B common stock held directly by GAPCO AIV Interholdco EW and 11,796,413 shares of Class B common stock held directly by GAP AIV EW.
Documents
Issuer
European Wax Center, Inc.
CIK 0001856236
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001467926
Filing Metadata
- Form type
- 4
- Filed
- Aug 10, 8:00 PM ET
- Accepted
- Aug 11, 9:40 PM ET
- Size
- 17.6 KB