David L Willis Form 4 European Wax Center / David L Willis ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Willis David L

(Last) (First) (Middle)

C/O EUROPEAN WAX CENTER, INC.

5830 GRANITE PARKWAY, 3RD FLOOR

(Street)

PLANO TX 75024

(City) (State) (Zip)

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)
Chief Operating Officer & CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 B Common Stock(1)(2)(3)	05/24/2022		C(1)(2)		35,000	D	(2)	429,796	D
Class A Common Stock(1)(2)	05/24/2022		C(1)(2)		35,000	A	(1)(2)	47,000	D
Class A Common Stock(1)	05/24/2022		S(1)		35,000	D	$21.5	12,000	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(1)(2)	05/24/2022		C			35,000	(2)	(2)	Class A Common Stock	35,000	(2)	429,796	D

Explanation of Responses:

1. On May 24, 2022, the Reporting Person exchanged 35,000 non-voting Common Units of EWC Ventures, LLC ("EWC Ventures Units") and 35,000 shares of Class B Common Stock of the Issuer for 35,000 shares of Class A Common Stock of the Issuer, and substantially simultaneously sold all 35,000 shares of Class A Common Stock of the Issuer. Following such sale, Mr. Willis holds 12,000 shares of Class A Common Stock, 429,796 EWC Ventures Units and 429,796 shares of Class B Common Stock of the Issuer.

2. 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 of the Issuer, 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.

3. 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 EWC Ventures Units held.

	By: /s/ Gavin M. O'Connor, Attorney-in-Fact	05/25/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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