Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
European Wax Center, Inc.
(Name of Issuer)
Class A
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
29882P106
(CUSIP Number)
December 25,
2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 29882P106 | Page 2 of 5 |
| 1 | NAME OF REPORTING PERSON EWC Management Holdco, LLC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 3,634,756 | ||
| 6 |
SHARED VOTING POWER -0- | |||
| 7 |
SOLE DISPOSITIVE POWER 3,634,756 | |||
| 8 |
SHARED DISPOSITIVE POWER -0- | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,634,756* | |||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7%† | |||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |||
* EWC Management Holdco, LLC holds shares of Class A common stock and shares of Class B common stock. EWC Management Holdco has the right at any time to exchange any Class B shares for shares of Class A common stock on a one-for-one basis. The numbers of shares of Class A common stock beneficially owned and percentages of beneficial ownership set forth in the table assume that all vested Class B common shares have been exchanged for shares of Class A common stock.
† Represents the percentage of Class A Common Stock owned by the Reporting Person on an as-exchanged basis, based on the 63,622,264 shares of Class A Common Stock and Class B Common Stock outstanding as of November 2, 2021, as reported in the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021. Excludes shares owned of record and beneficially by the stockholders of the Reporting Person, as to which the Reporting Person disclaims beneficial ownership.
| CUSIP No. 29882P106 | Page 3 of 5 |
STATEMENT ON SCHEDULE 13G
Item 1.
| (a) | Name of Issuer: | |
| European Wax Center, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
|
5830 Granite Parkway, 3rd Floor Plano, Texas 75024 |
Item 2.
| (a) | Name of Person Filing: | |
| EWC Management Holdco, LLC | ||
| (b) | Address of Principal Business Office, or, if None, Residence: | |
| 5830 Granite Parkway, 3rd Floor | ||
| Plano, Texas 75024 | ||
| (c) | Citizenship: | |
| United States of America | ||
| (d) | Title of Class of Securities: | |
| Class A Common Stock, $0.00001 par value per share. | ||
| (e) | CUSIP Number: | |
| 29882P106 |
Item 3.
| Not applicable. |
Item 4. Ownership.
| (a) | Amount beneficially owned: 3,634,756 shares of Class A Common Stock | |
| (b) | Percent of class: 5.7% (see notes on cover page) | |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 3,634,756 shares of Class A Common Stock | |
| (ii) | Shared power to vote or to direct the vote: 0 | |
| (iii) | Sole power to dispose or to direct the disposition of: 3,634,756 shares of Class A Common Stock | |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
Item 5. Ownership of Five Percent or Less of a Class.
| Not applicable. |
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
| Not applicable. |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
| Not applicable. |
| CUSIP No. 29882P106 | Page 4 of 5 |
Item 8. Identification and Classification of Members of the Group.
| Not applicable. |
Item 9. Notice of Dissolution of Group.
| Not applicable. |
Item 10. Certifications.
| Not applicable. |
| CUSIP No. 29882P106 | Page 5 of 5 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| EWC MANAGEMENT HOLDCO, LLC | |||
| By: | /s/ Gavin O’Connor | ||
| Name: | Gavin O’Connor | ||
| Title: | Chief Legal Officer and Corporate Secretary | ||
Dated February 14, 2022