Willis David L 4
4 · European Wax Center, Inc. · Filed May 25, 2022
Insider Transaction Report
Form 4
Willis David L
Chief Operating Officer
Transactions
- Conversion
Class A Common Stock
2022-05-24+35,000→ 47,000 total - Conversion
Class B Common Stock
2022-05-24−35,000→ 429,796 total - Sale
Class A Common Stock
2022-05-24$21.50/sh−35,000$752,500→ 12,000 total - Conversion
Common Units of EWC Ventures, LLC
2022-05-24−35,000→ 429,796 total→ Class A Common Stock (35,000 underlying)
Footnotes (3)
- [F1]On May 24, 2022, the Reporting Person exchanged 35,000 non-voting Common Units of EWC Ventures, LLC ("EWC Ventures Units") and 35,000 shares of Class B Common Stock of the Issuer for 35,000 shares of Class A Common Stock of the Issuer, and substantially simultaneously sold all 35,000 shares of Class A Common Stock of the Issuer. Following such sale, Mr. Willis holds 12,000 shares of Class A Common Stock, 429,796 EWC Ventures Units and 429,796 shares of Class B Common Stock of the Issuer.
- [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 of the Issuer, 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]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 EWC Ventures Units held.