Statement of Changes in Beneficial Ownership (4)
August 30 2021 - 5:40PM
Edgar (US Regulatory)
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 OF SECURITIES
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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
*
Green Equity Investors VI, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Mister Car Wash, Inc.
[
MCW
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
11111 SANTA MONICA BLVD., SUITE 2000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/26/2021 |
(Street)
LOS ANGELES, CA 90025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/26/2021 | | S | | 6498290 (1) | D | $19.42 | 134812845 (2)(3)(4)(5) | D | |
Common Stock | 8/26/2021 | | S | | 3872972 (6) | D | $19.42 | 80348253 (3)(4)(5)(7) | D | |
Common Stock | 8/26/2021 | | S | | 15217 (8) | D | $19.42 | 315683 (3)(4)(5)(9) | D | |
Common Stock | 8/26/2021 | | S | | 180098 (10) | D | $19.42 | 3736298 (3)(4)(5)(11) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | Represents shares of Common Stock of the Issuer sold by Green Equity Investors VI, L.P. ("GEI VI"). |
(2) | Represents shares owned by GEI VI. |
(3) | GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. |
(4) | Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares of Common Stock held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B and, therefore, a "ten percent holder" hereunder. |
(5) | Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose. |
(6) | Represents shares of Common Stock sold by GEI Side VI. |
(7) | Represents shares of Common Stock owned by GEI Side VI. |
(8) | Represents shares of Common Stock sold by Associates VI-A. |
(9) | Represents shares of Common Stock owned by Associates VI-A. |
(10) | Represents shares of Common Stock sold by Associates VI-B. |
(11) | Represents shares of Common Stock owned by Associates VI-B. |
Remarks: Messrs. John Danhakl, Jonathan Seiffer, and J. Kristofer Galashan are members of the board of directors of the Issuer, and partners of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B (the "LGP Entities"). Accordingly, Messrs. Danhakl, Seiffer, and Galashan may be determined to represent the interest of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Green Equity Investors VI, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 | X | X |
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GEI Capital VI, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 | X | X |
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Green Equity Investors Side VI, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 | X | X |
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Green VI Holdings, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 | X | X |
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Leonard Green & Partners, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 | X | X |
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LGP Associates VI-A LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 | X | X |
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LGP Associates VI-B LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 | X | X |
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LGP MANAGEMENT INC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 | X | X |
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PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025 | X | X |
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Signatures
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/s/ Andrew C. Goldberg, attorney-in-fact | | 8/30/2021 |
**Signature of Reporting Person | Date |
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