Sec Form 4 Filing - GENERAL ATLANTIC, L.P. @ European Wax Center, Inc. - 2021-08-09

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FORM 4
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
GENERAL ATLANTIC, L.P.
2. Issuer Name and Ticker or Trading Symbol
European Wax Center, Inc. [ EWCZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CO., L.P., 55 EAST 52ND STREET, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2021
(Street)
NEW YORK, NY10055
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 08/09/2021 S 1,684,794 D $ 17 19,856,188 I See footnotes ( 1 ) ( 2 ) ( 3 )
Class B common stock ( 4 ) ( 5 ) 08/09/2021 D 1,269,309 D 14,788,854 I See footnotes ( 2 ) ( 3 ) ( 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
Common units of EWC Ventures, LLC ( 5 ) ( 5 ) 08/09/2021 D 1,269,309 ( 5 ) ( 5 ) Class A common stock 1,269,309 ( 6 ) 14,788,854 I See footnotes ( 2 ) ( 3 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GENERAL ATLANTIC, L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
GA AIV-1 B Interholdco (EW), L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
GAPCO AIV Interholdco (EW), L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
General Atlantic Partners AIV (EW), L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
General Atlantic Partners AIV-1 A, L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
General Atlantic Partners AIV-1 B, L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
GAP Coinvestments CDA, L.P.
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
GAP COINVESTMENTS III, LLC
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
GAP COINVESTMENTS IV, LLC
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
GAP Coinvestments V, LLC
C/O GENERAL ATLANTIC SERVICE CO., L.P.
55 EAST 52ND STREET, 33RD FLOOR
NEW YORK, NY10055
X X
Signatures
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
/s/ J. Frank Brown 08/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects 19,308,898 shares of Class A common stock held directly by GA AIV-1 B Interholdco (EW), L.P., a Delaware limited partnership ("GA AIV-1 B Interholdco EW") and 547,290 shares of Class A common stock held directly by GAPCO AIV Interholdco (EW), L.P., a Delaware limited partnership ("GAPCO AIV Interholdco EW").
( 2 )The shares held by GA AIV-1 B Interholdco EW, GAPCO AIV Interholdco EW and General Atlantic Partners AIV (EW), L.P., a Delaware limited partnership ("GAP AIV EW"), are indirectly held and shared by the following investment funds (the "GA Funds"): General Atlantic Partners AIV-1 A, L.P., a Delaware limited partnership ("GAP AIV-1 A"), General Atlantic Partners AIV-1 B, L.P., a Delaware limited partnership ("GAP AIV-1 B"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), and GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V").
( 3 )The general partner of GAP AIV EW is General Atlantic GenPar (EW), L.P., a Delaware limited partnership ("GA GenPar EW"). The general partner of GA GenPar EW, GA AIV-1 B Interholdco EW and GAPCO AIV Interholdco EW is General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV"). The general partner of GAP AIV-1 A and GAP AIV-1 B is General Atlantic GenPar, L.P., Delaware limited partnership ("GA GenPar"). The general partner of GA GenPar is General Atlantic, L.P., a Delaware limited partnership ("GA, L.P."). GA, L.P. is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are nine members of the management committee of GA, L.P. (the "GA Management Committee"). Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein.
( 4 )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.
( 5 )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 excha nged 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.
( 6 )The Issuer sold 8,915,206 shares of Class A common stock of the Issuer in its initial public offering and used a portion of the net proceeds from the offering to purchase EWC Ventures Units 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.
( 7 )Reflects 2,572,210 shares of Class B common stock held directly by GAPCO AIV Interholdco EW and 12,216,644 shares of Class B common stock held directly by GAP AIV EW.

Remarks:
GA AIV-1 B Interholdco EW, GAPCO AIV Interholdco EW, GAP AIV EW, the GA Funds, GA GenPar EW, 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

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