SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EWC Holdings, Inc.

(Last) (First) (Middle)
527 ROYAL PLAZA DRIVE

(Street)
FORT LAUDERDALE FL 33301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
European Wax Center, Inc. [ EWCZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/09/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B common stock(1)(2) 08/09/2021 S 1,008,639 D (3) 12,854,863 D
Class B common stock(1)(2) 08/09/2021 S 1,025,770 D (4) 11,829,093 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common units of EWC Ventures, LLC(2) (2) 08/09/2021 S 1,008,639 (2) (2) Class A common stock 1,008,639 (3) 12,854,863 D
Common units of EWC Ventures, LLC(2) (2) 08/09/2021 S 1,025,770 (2) (2) Class A common stock 1,025,770 (4) 11,829,093 D
Explanation of Responses:
1. 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.
2. 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.
3. The issuer sold 8,915,206 shares of Class A common stock of the Issuer in the Issuer's initial public offering and used a portion of the net proceeds from the offering to purchase common units of EWC Ventures 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.
4. The issuer used a portion of the net proceeds from the offering to purchase EWC Ventures Units and shares of Class B common stock in satisfaction of deferred payment obligations under the Class C Units of EWC Ventures, LLC previously held by the reporting person. 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 (but without giving effect to any underwriting discount or commission).
Remarks:
This amendment is being filed to correct the number of securities disposed of by the reporting person as described in Note 3 above. As a result of the dispositions by the reporting person on August 9, 2021, the reporting person beneficially owned 11,829,093 shares of Class B common stock and 11,829,093 EWC Ventures Units.
/s/ David Coba 08/11/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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