EWC Holdings, Inc. 4
4 · European Wax Center, Inc. · Filed Dec 22, 2021
Insider Transaction Report
Form 4
EWC Holdings, Inc.
10% Owner
Transactions
- Conversion
Class A common stock
2021-12-20+2,850,000→ 2,850,000 total - Conversion
Class B common stock
2021-12-20−2,850,000→ 8,574,388 total - Other
Class A common stock
2021-12-20−2,849,998→ 2 total - Conversion
Common Units of EWC Ventures, LLC
2021-12-20−2,850,000→ 8,574,388 total→ Class A common stock (2,850,000 underlying)
Footnotes (4)
- [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.