Richard Caring - 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 Richard A. Caring
Stock symbol
SHCO
Transactions as of
Jul 19, 2021
Transactions value $
$0
Form type
4
Date filed
7/21/2021, 04:12 PM
Previous filing
Jul 14, 2021
Next filing
Nov 23, 2022

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 Limited Options Exercise $0 -54.5M -100% $0.00* 0 Jul 19, 2021 Class B Common Stock 41.1M Direct F1, F2
transaction SHCO Class B Common Stock Options Exercise +41.1M 41.1M Jul 19, 2021 Class A Common Stock 41.1M Direct F1, F2
* 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 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