| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/06/2024 |
3. Issuer Name and Ticker or Trading Symbol
European Wax Center, Inc. [ EWCZ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A common stock | 38,194(1)(2)(3)(4) | D | |
| Class B common stock(5)(6) | 59,491 | I | See footnote(7) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee stock option (right to buy) | 08/05/2024(8) | 08/05/2031 | Class A common stock | 12,920 | 17 | D | |
| Employee stock option (right to buy) | 03/14/2026(9) | 03/14/2033 | Class A common stock | 20,512 | 19.43 | D | |
| Employee stock option (right to buy) | 03/07/2027(10) | 03/07/2034 | Class A common stock | 31,250 | 17.74 | D | |
| Common units of EWC Ventures, LLC(6) | (6) | (6) | Class A common stock | 59,491 | (6) | I | See footnote(7) |
| Explanation of Responses: |
| 1. Includes 8,824 restricted stock units ("RSUs") which were granted on August 5, 2021. 33% of those RSUs vested on the first anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting). 33% of those RSUs vested on the second anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting), and 34% of them will vest on the third anniversary of the date of grant. |
| 2. Includes 3,000 RSUs which were granted on February 16, 2022. 33% of those RSUs vested on the first anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting). 33% of those RSUs vested on the second anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting), and 34% of them will vest on the third anniversary of the date of grant. |
| 3. Includes 12,353 RSUs which were granted on March 14, 2023. 33% of those RSUs vested on the first anniversary of the date of grant (of which a portion were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting). 33% of those RSUs will vest on the second anniversary of the date of grant, and 34% of them will vest on the third anniversary of the date of grant. |
| 4. Also includes 17,760 RSUs which were granted on March 7, 2024 and will vest over three years, with 33% of the RSUs vesting on the first anniversary of the date of grant, 33% of the RSUs vesting on the second anniversary of the date of grant, and 34% of the RSUs vesting on the third anniversary of the date of grant. |
| 5. Shares of Class B common stock of the Issuer ("Class B common stock") 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 non-voting common units of EWC Ventures, LLC ("EWC Ventures Units") held. |
| 6. 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. |
| 7. By EWC Management Holdco, LLC, a holding vehicle through which employees of the Issuer hold vested and unvested EWC Ventures Units and shares of Class B common stock. The reporting person disclaims beneficial ownership in such EWC Ventures Units and shares held by EWC Management Holdco, LLC except to the extent of her pecuniary interest therein. 52,042 EWC Ventures Units held by the reporting person are subject to time-based vesting, of which 50,183 have vested, and 7,449 EWC Ventures Units held by the reporting person which vested upon the Issuer's Class A common stock achieving a specified price per share or other specified performance metrics. |
| 8. These options will become 100% vested and exercisable in full on August 5, 2024, subject to the reporting person's continued employment or service with the Issuer through such date. |
| 9. These options will become 100% vested and exercisable in full on March 14, 2026, subject to the reporting person's continued employment or service with the Issuer through such date. |
| 10. These options will become 100% vested and exercisable in full on March 7, 2027, subject to the reporting person's continued employment or service with the Issuer through such date. |
| Remarks: |
| Officer Title: Chief Franchise and Development Officer; Exhibit 24.1 - Power of Attorney |
| /s/ Gavin M. O'Connor, attorney-in-fact | 04/08/2024 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24.1
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Gavin O'Connor with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1)
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
(2)
execute for and on behalf of the undersigned, in the undersigned's capacity as officer and/or director of European Wax Center, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(3)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(4)
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in each such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each foregoing attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of March, 2024.
/s/ JOEL LARKIN |
Name: Joel Larkin |
[Signature Page to Limited Power of Anomey]