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^*

Magliacano Marc

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2023

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	03/15/2023		M		6,098⁽¹⁾	A	$0.00	15,658⁽²⁾	D

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⁽¹⁾	03/15/2023		M			6,098	03/15/2023	03/15/2023	Common Stock	6,098	$0.00	0	D

Explanation of Responses:

1. The reported transaction reflects a vesting of the Issuer's Restricted Stock Units ("RSUs"). Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's Common Stock. The RSUs vesting date was the earlier of (a) March 16, 2023 or (b) the day prior to the Company's annual meeting of stockholders held in March 2023 (the earlier of (a) and (b) referred to as the "Vesting Date"), subject to Mr. Magliacano's continuous service as a member of the Board until the Vesting Date.

2. Mr. Magliacano has entered into a Nominee and Indemnity Agreement, pursuant to which he has agreed that all equity awards granted to him for his service as director of the Issuer are held, from the date of grant, for the benefit of Bubbles Investor Aggregator, L.P. ("Bubbles Investor"). Bubbles Investor, together with C8 Management, L.L.C., as the general partner of Bubbles Investor (each of the foregoing, the "L Catterton Entities"), may be deemed to have shared beneficial ownership of the equity awards granted to and held by Mr. Magliacano. Solely for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, the L Catterton Entities may be deemed directors by deputization with respect to the Issuer.

Remarks:

	/s/ Brad A. Gazaway, as Attorney-in-Fact for Marc Magliacano	03/17/2023
	** 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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