FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mister Car Wash, Inc. [ MCW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/22/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/22/2024 | M | 12,195(1) | A | $0.00 | 24,651 | D |
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 05/22/2024 | M | 12,195 | (3) | (4) | Common Stock | 12,195 | $0.00 | 0 | D | ||||
Restricted Stock Units | (2) | 05/23/2024 | A | 14,684 | (5) | (6) | Common Stock | 14,684 | $0.00 | 14,684 | D |
Explanation of Responses: |
1. This filing relates to the occurrence of a Restricted Stock Unit ("RSU") vesting event. |
2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting. |
3. Each Restricted Stock Unit ("RSU") shall vest on the earlier of (i) the day immediately preceding the date of the first Annual Meeting of Stockholders following the date of grant and (ii) the first anniversary of the date of grant, subject to the Reporting Person's continued service on the Issuer's Board of Directors through the applicable vesting date. The RSUs will be settled in shares of the Issuer's common stock upon vesting. The RSUs do not have an expiration date. |
4. The RSUs do not have an expiration date. |
5. Represents an award of Restricted Stock Units ("RSUs"), which vest on the earlier of (i) the day immediately preceding the date of the first Annual Meeting of Stockholders following the date of the grant and (ii) the first anniversary of the date of grant, subject to the Reporting Person's continued service on the Issuer's Board of Directors through the applicable vesting date. The RSUs will settle in shares of the Issuer's common stock upon vesting. |
6. The RSUs do not have an expiration date. |
/s/ Markus Hartmann, as Attorney-in-Fact for Veronica Rogers | 05/24/2024 | |
** 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 4 (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.