EWC Holdings, Inc.'s Form 4/A amendment
AmendedEuropean Wax Center, Inc. (EWCZ) · filed Aug 11, 2021
- Accession no.
- 0001104659-21-103715
- Filed
- Aug 11, 2021
- Trade date
- Aug 9, 2021
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Aug 9, 2021
This filing lists 2 non-derivative transactions and 2 derivative transactions. It was filed 2 days after the trade.
This amendment replaces 0001104659-21-102341 (filed Aug 9, 2021).
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 |
|---|---|
| EWC Holdings, Inc.CIK 0001872841 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
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.
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.
- 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
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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F4
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).
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
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.