05/19/2026 | Press release | Distributed by Public on 05/19/2026 17:22
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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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 | ||
| /s/ Andrew C. Goldberg, attorney-in-fact | 05/19/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | In connection with the terms of an Agreement and Plan of Merger, dated February 17, 2026 (the "Merger Agreement"), by and among the Issuer, MCW Parent, LP ("Parent"), Boson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and, solely for purposes of certain provisions in the Merger Agreement, Mister Car Wash Holdings, Inc., a wholly owned subsidiary of the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"). |
| (2) | Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent, Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), the shares of the Issuer's Common Stock ("Common Stock"), par value $0.01 (the "Shares"), owned by the Reporting Persons were contributed and assigned to Parent in exchange for equity interests in Parent (together with the Merger, the "Transaction"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, the Shares were automatically cancelled and extinguished without any conversion thereof or consideration paid therefor. |
| (3) | Represents shares of Common Stock previously owned by GEI VI that were cancelled as part of the Transaction. |
| (4) | Represents shares owned by GEI VI. |
| (5) | GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and 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 manager of Associates VI-A and Associates VI-B, and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. |
| (6) | 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 (the "Exchange Act"), 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. |
| (7) | 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 of the Exchange Act or for any other purpose. |
| (8) | Represents shares of Common Stock previously owned by GEI Side VI that were cancelled as part of the Transaction. |
| (9) | Represents shares of Common Stock owned by GEI Side VI. |
| (10) | Represents shares of Common Stock previously owned by Associates VI-A that were cancelled as part of the Transaction. |
| (11) | Represents shares of Common Stock owned by Associates VI-A. |
| (12) | Represents shares of Common Stock previously owned by Associates VI-B that were cancelled as part of the Transaction. |
| (13) | Represents shares of Common Stock owned by Associates VI-B. |
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Remarks: Messrs. John Danhakl, Jonathan Seiffer, J. Kristofer Galashan and Jeffrey Suer 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 (together with LGP, the "LGP Entities"). Accordingly, Messrs. Danhakl, Seiffer, Galashan and Suer 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 Exchange Act. This amendment is being filed to check the box indicating that the Reporting Persons are no longer subject to Section 16. |
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