Mister Car Wash (MCW) Form 3 Mister Car Wash / Joseph Duane Matheny ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Matheny Joseph Duane

(Last) (First) (Middle)

C/O MISTER CAR WASH, INC.

222 E. 5TH STREET

(Street)

TUCSON AZ 85705

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2023

3. Issuer Name and Ticker or Trading Symbol
Mister Car Wash, Inc. [ MCW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Innovation Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	75,515	D
Common Stock	45,000	I	Emersyn Matheny Irrevocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	09/02/2024	Common Stock	148,608	0.46	D
Stock Option (Right to Buy)	(1)	07/14/2025	Common Stock	148,608	0.46	D
Stock Option (Right to Buy)	(1)	07/14/2025	Common Stock	222,912	0.66	D
Stock Option (Right to Buy)	(1)	09/02/2024	Common Stock	222,912	0.66	D
Stock Option (Right to Buy)	(1)	11/22/2026	Common Stock	222,912	0.66	D
Stock Option (Right to Buy)	(1)	11/22/2026	Common Stock	148,608	0.46	D
Stock Option (Right to Buy)	(2)	06/25/2031	Common Stock	62,500	15	D
Stock Option (Right to Buy)	(3)	03/01/2033	Common Stock	41,118	9.25	D
Restricted Stock Unit	(5)	(5)	Common Stock	15,000	(4)	D
Restricted Stock Unit	(6)	(6)	Common Stock	20,270	(4)	D

Explanation of Responses:

1. The option is fully vested and exercisable.

2. This option vests and becomes exercisable in three remaining equal annual installments beginning on June 25, 2024, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.

3. This option vests and becomes exercisable in 4 equal annual installments beginning on March 1, 2024, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.

4. Each restricted stock unit represents a contingent right to receive one share of common stock.

5. Represents an award of Restricted Stock Units (RSUs), which will vest in three remaining equal annual installments beginning on June 25, 2024, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates. The RSUs will be settled in shares of the Issuer's common stock upon vesting.

6. Represents an award of Restricted Stock Units (RSUs), which will vest in four equal annual installments beginning on March 1, 2024, subject to the Reporting Person's continued service to the Issuer through the applicable vesting date. The RSUs will be settled in shares of the Issuer's common stock upon vesting.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Markus Hartmann, as Attorney-in-Fact for Joseph Matheny	10/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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