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*
Green Equity Investors VI, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BLVD.
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2021
3. Issuer Name and Ticker or Trading Symbol
Mister Car Wash, Inc. [ MCW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 146,604,648(1) D(2)(3)(4)
Common Stock 87,376,152(5) D(2)(3)(4)
Common Stock 343,296(6) D(2)(3)(4)
Common Stock 4,063,104(7) D(2)(3)(4)
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
1. Name and Address of Reporting Person*
Green Equity Investors VI, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BLVD.
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEI Capital VI, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Green Equity Investors Side VI, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Green VI Holdings, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Leonard Green & Partners, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BLVD
STE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LGP Associates VI-A LLC

(Last) (First) (Middle)
11111 SANTA MONICA BLVD.
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LGP Associates VI-B LLC

(Last) (First) (Middle)
11111 SANTA MONICA BLVD.
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LGP MANAGEMENT INC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PERIDOT COINVEST MANAGER LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD

(Street)
LOS ANGELES, CA 90025

(City) (State) (Zip)
Explanation of Responses:
1. Represents the shares of Common Stock owned by Green Equity Investors VI, L.P. ("GEI VI").
2. 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 or for any other purpose.
3. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and Green Equity Investors Side VI, L.P. ("GEI Side VI"). Green VI Holdings, LLC ("Holdings") is a limited partner of GEI 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 management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
4. 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, 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.
5. Represents shares of Common Stock owned by GEI Side VI.
6. Represents shares of Common Stock owned by Associates VI-A.
7. Represents shares of Common Stock owned by Associates VI-B.
Remarks:
Messrs. John Danhakl, Jonathan Seiffer, and J. Kristofer Galashan 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 (the "LGP Entities"). Accordingly, Messrs. Danhakl, Seiffer, and Galashan 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 Securities Exchange Act of 1934, as amended. Exhibit 24 - Power of Attorney
/s/ Andrew C. Goldberg, Attorney-in-fact 06/25/2021
** 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 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).
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