Nick Jones - 20 Sep 2023 Form 4 Insider Report for Soho House & Co Inc. (SHCO)

Role: Founder, Director, Other*
Signature: /s/ Benedict Nwaeke, attorney-in-fact for Nick Jones
Issuer symbol: SHCO
Transactions as of: 20 Sep 2023
Net transactions value: -$12,000,000
Form type: 4
Filing time: 22 Sep 2023, 17:04:29 UTC
Previous filing: 21 Jan 2022
Next filing: 18 Aug 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SHCO	Class A Common Stock	Disposed to Issuer	$12,000,000	-2,000,000	-61%	$6.00	1,274,556	20 Sep 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares of Class A common stock were repurchased directly by the Issuer in a private transaction approved in advance by the Board of Directors.
F2	In addition to the remaining shares of Class A common stock, Nick Jones is the holder of 8,767,615 shares of Class B common stock.

Remarks:

Each of Nick Jones, Richard Caring, Ron Burkle and The Yucaipa Companies, LLC (and, in each case, certain affiliates and family members) have agreed to vote together as a group with respect to certain matters (the "Voting Group") pursuant to the provisions of a Stockholders' Agreement between each member of the Voting Group and the Issuer, so long as the Voting Group owns a requisite percentage of the Issuer's total outstanding common stock. The Voting Group holds all of the Issuer's issued and outstanding Class B common stock and, as a result, when voting together as a group, controls over 90% of the combined voting power of the Issuer and is able to control any action requiring Issuer shareholder approval.