Ronald W. Burkle - Jul 19, 2021 Form 4 Insider Report for Membership Collective Group Inc. (SHCO)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Humera Afzal, attorney-in-fact for Ronald W. Burkle
Stock symbol
SHCO
Transactions as of
Jul 19, 2021
Transactions value $
$0
Form type
4
Date filed
7/21/2021, 04:11 PM
Previous filing
Jul 14, 2021
Next filing
Sep 2, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHCO Ordinary Shares of Soho House Holdings Ltd Options Exercise $0 -40.9M -100% $0.00* 0 Jul 19, 2021 Class B Common Stock 30.9M By Yucaipa American Alliance (Parallel) Fund II, L.P. F1, F2, F5
transaction SHCO Class B Common Stock Options Exercise +30.9M 30.9M Jul 19, 2021 Class A Common Stock 30.9M By Yucaipa American Alliance (Parallel) Fund II, L.P. F1, F2, F5
transaction SHCO Ordinary Shares of Soho House Holdings Ltd Options Exercise $0 -62.2M -100% $0.00* 0 Jul 19, 2021 Class B Common Stock 46.9M By Yucaipa American Alliance Fund II, L.P. F1, F2, F5
transaction SHCO Class B Common Stock Options Exercise +46.9M 46.9M Jul 19, 2021 Class A Common Stock 46.9M By Yucaipa American Alliance Fund II, L.P. F1, F2, F5
transaction SHCO Ordinary Shares of Soho House Holdings Ltd Options Exercise $0 -1.49M -100% $0.00* 0 Jul 19, 2021 Class B Common Stock 1.12M By Yucaipa American Alliance III, L.P. F1, F2, F5
transaction SHCO Class B Common Stock Options Exercise +1.12M 1.12M Jul 19, 2021 Class A Common Stock 1.12M By Yucaipa American Alliance III, L.P. F1, F2, F5
transaction SHCO Ordinary Shares of Soho House Holdings Ltd Options Exercise $0 -469K -100% $0.00* 0 Jul 19, 2021 Class B Common Stock 354K By Yucaipa Soho Works, Inc. F1, F2, F5
transaction SHCO Class B Common Stock Options Exercise +354K 354K Jul 19, 2021 Class A Common Stock 354K By Yucaipa Soho Works, Inc. F1, F2, F5
transaction SHCO Ordinary Shares of Soho House Holdings Ltd Options Exercise $0 -14.4M -100% $0.00* 0 Jul 19, 2021 Class B Common Stock 10.9M By Global Joint Ventures Investment Partnership F1, F3, F5
transaction SHCO Class B Common Stock Options Exercise +10.9M 10.9M Jul 19, 2021 Class A Common Stock 10.9M By Global Joint Ventures Investment Partnership F1, F3, F5
transaction SHCO Ordinary Shares of Soho House Holdings Ltd Options Exercise $0 -1.92M -100% $0.00* 0 Jul 19, 2021 Class B Common Stock 1.45M By OA3, LLC F1, F4, F5
transaction SHCO Class B Common Stock Options Exercise +1.45M 1.45M Jul 19, 2021 Class A Common Stock 1.45M By OA3, LLC F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the Issuer's initial public offering ("IPO"), these ordinary shares of Soho House Holdings Limited were exchanged for shares of Class B common stock of the Issuer at a ratio of approximately 0.75 shares of Class B common stock for each equity interest in Soho House Holdings Limited.
F2 Ronald W. Burkle is the controlling partner of an affiliate of The Yucaipa Companies, LLC and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.
F3 Ronald W. Burkle is the controlling partner of an affiliate of Global Joint Venture Investment Partners LP and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.
F4 Ronald W. Burkle is the controlling partner of an affiliate of OA3, LLC and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.
F5 Each holder of the Issuer's shares of Class B common stock has the right to convert its shares of Class B common stock for shares of Class A common stock on a one-for-one basis, at any time after consummation of the IPO, upon notice to the Issuer. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon transfer to any non-permitted holder 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.