Sec Form 3 Filing - Larkin Joel @ European Wax Center, Inc. - 2024-04-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Larkin Joel
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O EUROPEAN WAX CENTER, INC., 5830 GRANITE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
04/06/2024
(Street)
PLANO, TX75024
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 A common stock 38,194 ( 1 ) ( 2 ) ( 3 ) ( 4 ) D
Class B common stock ( 5 ) ( 6 ) 59,491 I See footnote ( 7 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Employee stock option (right to buy) $ 17 08/05/2024( 8 ) 08/05/2031 Class A common stock 12,920 D
Employee stock option (right to buy) $ 19.43 03/14/2026( 9 ) 03/14/2033 Class A common stock 20,512 D
Employee stock option (right to buy) $ 17.74 03/07/2027( 10 ) 03/07/2034 Class A common stock 31,250 D
Common units of EWC Ventures, LLC ( 6 ) ( 6 ) ( 6 ) ( 6 ) Class A common stock 59,491 I See footnote ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Larkin Joel
C/O EUROPEAN WAX CENTER, INC.
5830 GRANITE PARKWAY
PLANO, TX75024
See Remarks
Signatures
/s/ Gavin M. O'Connor, attorney-in-fact 04/08/2024
Signature of Reporting Person Date
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

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