Richard Caring - 21 Dec 2022 Form 4 Insider Report for Membership Collective Group Inc. (SHCO)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Richard A. Caring
Issuer symbol
SHCO
Transactions as of
21 Dec 2022
Net transactions value
+$397,990
Form type
4
Filing time
23 Dec 2022, 17:32:15 UTC
Previous filing
09 Dec 2022
Next filing
28 Dec 2022
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 Purchase $183,930 +50,000 +124% $3.68 90,281 21 Dec 2022 Direct F1
transaction SHCO Class A Common Stock Purchase $214,060 +59,740 +66% $3.58 150,021 22 Dec 2022 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The transaction was executed in multiple trades in prices ranging from $3.55 to $3.70, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnotes 1 and 2 of this Form 4.
F2 The transaction was executed in multiple trades in prices ranging from $3.50 to $3.60, inclusive. The price reported in Column 4 above reflects the weighted average purchase price.

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.