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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.