General Atlantic, L.P.'s Form 4 filing
European Wax Center, Inc.EWCZ · filed May 25, 2022
- Accession no.
- 0000950142-22-001708
- Filed
- May 25, 2022, 4:31 PM ET
- Trade date
- May 24, 2022
- Filing delay
- 1 day
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 3 non-derivative transactions and 1 derivative transaction. Open-market sales total $104.5M. It was filed 1 day after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| General Atlantic, L.P.CIK 0001017645 | Director, 10% Owner |
| Gap Coinvestments III, LLCCIK 0001282203 | Director, 10% Owner |
| Gap Coinvestments IV, LLCCIK 0001282372 | Director, 10% Owner |
| GAP Coinvestments CDA, L.P.CIK 0001356474 | Director, 10% Owner |
| General Atlantic Partners AIV-1 A, L.P.CIK 0001646536 | Director, 10% Owner |
| General Atlantic Partners AIV-1 B, L.P.CIK 0001646539 | Director, 10% Owner |
| GAP Coinvestments V, LLCCIK 0001793941 | Director, 10% Owner |
| GAPCO AIV Interholdco (EW), L.P.CIK 0001872621 | Director, 10% Owner |
| General Atlantic Partners AIV (EW), L.P.CIK 0001872623 | Director, 10% Owner |
| GA AIV-1 B Interholdco (EW), L.P.CIK 0001872625 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 24, 2022 | Class B common stock | CConversionDisposed | −2,088,228 | –F2 | – | 9,706,709 | Indirect | |
| May 24, 2022 | Class A common stock | CConversionAcquired | +2,088,228 | –F2 | – | 17,970,492 | Indirect | |
| May 24, 2022 | Class A common stock | SSaleDisposed | −4,860,000 | $21.50 | −$104,490,000 | 13,110,492 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 24, 2022 | Class A common stock | CConversionDisposed | −2,088,228 | –F2 | – | 9,706,709 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 2 transactions in Table I and 1 transaction in Table II.
Remarks
GA AIV-1 B Interholdco EW, GAPCO AIV Interholdco EW, GAP AIV EW, the GA Funds, GA GenPar EW, GAPCO AIV Holdings, GA SPV, GA GenPar, and GA, L.P. may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. // Form 1 of 2