Humera Afzal - Jul 19, 2021 Form 4 Insider Report for Membership Collective Group Inc. (SHCO)

Role: Chief Financial Officer
Signature: /s/ Humera Afzal
Stock symbol: SHCO
Transactions as of: Jul 19, 2021
Transactions value $: $1,400
Form type: 4
Date filed: 7/21/2021, 04:12 PM
Previous filing: Jul 14, 2021
Next filing: Dec 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SHCO	Class A Common Stock	Purchase	$1.4K	+100		$14.00	100	Jul 19, 2021	Direct

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	SARs rep Ordinary Shares of Soho House Holdings Limited	Options Exercise	$0	-276K	-100%	$0.00^*	0	Jul 19, 2021	SARs rep Class A Common Stock	233K		Direct	F1, F2
transaction	SHCO	SARs rep Class A Common Stock	Options Exercise		+233K			233K	Jul 19, 2021	Class A Common Stock	233K	$12.46	Direct	F1, F3

* 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 share appreciation rights ("SARs") of Soho House Holdings Limited were exchanged for SARs of Class A common stock of the Issuer, and the $10.523 exercise price was adjusted, each in a manner that preserved the value of the award prior to the closing of the IPO, based on the $12.50 closing price of Class A common stock on July 16, 2021.
F2	These SARs were scheduled to vest in 25% annual increments on each of the first through fourth anniversaries of the December 1, 2020 vesting commencement date, subject to the recipient's continued employment. In connection with the IPO, the vesting of the award accelerated by one year (see footnote 3).
F3	These SARs vest 25% on July 19, 2021, and 25% on the first, second and third anniversaries of the December 1, 2020 original vesting commencement date, subject to the recipient's continued employment.