SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Egeck Michael R.

(Last)

(First)

(Middle)

2005 EAST INDIAN SCHOOL ROAD

(Street)

PHOENIX

85016

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	01/31/2021		M		205,545	A	$0.00	3,280,198	D⁽¹⁾
Common Stock, par value $0.001 per share	02/01/2021		S⁽²⁾		90,915⁽²⁾	D⁽²⁾	$27.95	3,189,283	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00⁽³⁾	01/31/2021		M			205,545	⁽⁴⁾	⁽⁴⁾	Common Stock	205,545	$0.00	2,329,519	D

Explanation of Responses:

1. As previously disclosed, 3,074,653 shares of Common Stock of the Issuer, par value $0.001 ("Common Stock") were indirectly held by Mr. Egeck and directly held by Bubbles Holdings, L.P. Such shares of Common Stock were distributed to Mr. Egeck as soon as reasonably practicable after the date of the Issuer's initial public offering and are now held directly by Mr. Egeck as reported herein. Due to an administrative error, the Form 3 filed on October 28, 2020 overstated Mr. Egeck's indirect holdings by 22 shares.

2. Represents shares of Common Stock sold to satisfy tax liability upon settlement of restricted stock units ("RSUs").

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

4. Represents a grant of RSUs, of which 205,545 vested and of which the remaining 2,329,519, subject to Mr. Egeck's continuous employment or service with the Issuer or an affiliate until the applicable vesting date: (a) 1,233,276 of the remaining RSUs will vest in equal installments of 205,545 on August 4, 2021 and each of the five (5) six (6)-month anniversaries thereafter; and (b) 1,096,243 of the remaining RSUs will vest if, and only if, the volume weighted average trading price of a share of the Issuer's Common Stock equals $10.71 at the end of any rolling twenty (20)-day trading period commencing on or after May 2, 2021.

Remarks:

	/s/ Brad A. Gazaway, as Attorney-in-Fact for Michael R. Egeck	02/02/2021
	** 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).
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