Andrew Carnie - 19 Jul 2023 Form 4 Insider Report for Soho House & Co Inc. (SHCO)

Role: Chief Executive Officer, Director
Signature: /s/ Louis Redman, attorney-in-fact for Andrew Carnie
Issuer symbol: SHCO
Transactions as of: 19 Jul 2023
Net transactions value: -$183,689
Form type: 4
Filing time: 21 Jul 2023, 16:30:18 UTC
Previous filing: 27 Jul 2022
Next filing: 25 Jul 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	Options Exercise		+401,845	+86%		869,517	19 Jul 2023	Direct	F2, F3
transaction	SHCO	Class A Common Stock	Sale	$108,984	-20,238	-2.3%	$5.39	849,279	19 Jul 2023	Direct	F1, F3
transaction	SHCO	Class A Common Stock	Sale	$74,705	-14,107	-1.7%	$5.30	835,172	20 Jul 2023	Direct	F1, F3

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	Restricted Stock Units	Options Exercise	$0	-401,845	-33%	$0.000000	803,689	19 Jul 2023	Class A Common Stock	401,845		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	REPRESENTS SHARES AUTOMATICALLY SOLD TO SOLELY SATISFY TAX OBLIGATIONS TRIGGERED BY THE VESTING OF PREVIOUSLY GRANTED RESTRICTED STOCK UNITS ("RSUs") WITH THE REMAINING VESTED SHARES CONTINUING TO BE HELD BY THE HOLDER. THESE SALES INVOLVED NO DISCRETION BY THE REPORTING PERSON.
F2	Each RSU represents the contingent right to receive one share of Class A common stock.
F3	The Reporting Person previously reported RSUs in Table I, aggregated with shares of Class A common stock. Starting with this Form 4, the Reporting Person is separately reporting RSUs in Table II. As such, the total number of shares of Class A common stock reported in Table I as beneficially owned by the Reporting Person has been reduced by the total number of unvested and unsettled RSUs beneficially owned by the Reporting Person, which are now reported in Table II (until settlement).
F4	Represents RSUs remaining from an initial grant of 1,607,378 RSUs that vest in 25% annual increments on the first, second, third and fourth anniversaries of the July 19, 2021 grant date, subject to the recipient's continued employment. These RSUs were previously reported in Table I.