SEC FORM 3

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^*

Gazaway Brad

(Last)

(First)

(Middle)

2005 EAST INDIAN SCHOOL ROAD

(Street)

PHOENIX

85016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2022

3. Issuer Name and Ticker or Trading Symbol
Leslie's, Inc. [ LESL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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, par value $0.001 per share	121,561	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	12,221	$0.00⁽²⁾	D
Options to purchase shares	⁽³⁾	10/28/2030	Common Stock	58,823	$17	D
Options to purchase shares	12/16/2021	10/28/2030	Common Stock	14,706⁽⁴⁾	$17	D
Options to purchase shares	⁽⁵⁾	03/03/2031	Common Stock	66,666	$22.27	D
Options to purchase shares	12/16/2021	03/03/2031	Common Stock	16,667⁽⁶⁾	$22.27	D

Explanation of Responses:

1. Represents a grant of RSUs which will vest on September 24, 2022, subject to Mr. Gazaway's continuous employment or service with the Issuer or an affiliate until the vesting date.

2. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's Common Stock.

3. Represents a grant of options to purchase shares ("Options"), of which 14,705 Options vested on October 28, 2021, and of which the remaining 44,118 unvested Options will vest in three equal installments on October 28, 2022, October 28, 2023, and October 28, 2024, subject to Mr. Gazaway's continuous employment or service with the Issuer or an affiliate until the applicable vesting date.

4. On October 28, 2020, Mr. Gazaway was granted Options to purchase 29,412 shares of common stock. The Options vest in two equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending October 2, 2021 and October 1, 2022. The performance criteria for 2021 were met, resulting in vesting of the Options as to 14,706 shares.

5. Represents Options which will vest in four equal installments on March 3, 2022, March 3, 2023, March 3, 2024, and March 3, 2025, subject to Mr. Gazaway's continuous employment or service with the Issuer or an affiliate until the applicable vesting date.

6. On March 3, 3021, Mr. Gazaway was granted Options to purchase 33,334 shares of common stock. The Options vest in two equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending October 2, 2021 and October 1, 2022. The performance criteria for 2021 were met, resulting in vesting of the Options as to 16,667 shares.

Remarks:

Chief Legal Officer and Corporate Secretary

	Brad A. Gazaway	01/11/2022
	** 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.
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