Joel Larkin Form 3 European Wax Center / Joel Larkin 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^*

Larkin Joel

(Last) (First) (Middle)

C/O EUROPEAN WAX CENTER, INC.

5830 GRANITE PARKWAY

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2024

3. Issuer Name and Ticker or Trading Symbol
European Wax Center, Inc. [ EWCZ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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)
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 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
Employee stock option (right to buy)	08/05/2024(8)	08/05/2031	Class A common stock	12,920	17	D
Employee stock option (right to buy)	03/14/2026(9)	03/14/2033	Class A common stock	20,512	19.43	D
Employee stock option (right to buy)	03/07/2027(10)	03/07/2034	Class A common stock	31,250	17.74	D
Common units of EWC Ventures, LLC(6)	(6)	(6)	Class A common stock	59,491	(6)	I	See footnote(7)

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

	/s/ Gavin M. O'Connor, attorney-in-fact	04/08/2024
	** 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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