Richard Caring - 23 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: 23 Dec 2022
Net transactions value: +$719,960
Form type: 4
Filing time: 28 Dec 2022, 18:30:07 UTC
Previous filing: 23 Dec 2022
Next filing: 15 Mar 2023
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	$719,960	+200,000	+133%	$3.60	350,021	23 Dec 2022	Direct	F1

* 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 $3.575 to $3.60, 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 footnote 1 of this Form 4.

Content

The transaction was executed in multiple trades in prices ranging from $3.575 to $3.60, 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 footnote 1 of this Form 4.

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.