Nick Jones - Jul 14, 2021 Form 3 Insider Report for Membership Collective Group Inc. (SHCO)

Role
CEO, Director, Other*
Signature
/s/ Humera Afzal, attorney-in-fact for Nick Jones
Stock symbol
SHCO
Transactions as of
Jul 14, 2021
Transactions value $
$0
Form type
3
Date filed
7/14/2021, 06:02 PM
Next filing
Jan 21, 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
holding SHCO Ordinary Shares of Soho House Holdings Limited Jul 14, 2021 Class B Common Stock 8.76M Direct F1, F5
holding SHCO Ordinary Shares of Soho House Holdings Limited Jul 14, 2021 Class A Common Stock 3.01M Direct F2
holding SHCO Growth Shrs rep Ordinary Shrs of Soho House Holdings Limited Jul 14, 2021 Class A Common Stock 289K Direct F3, F4
* 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 will be 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 In connection with the Issuer's IPO, these ordinary shares of Soho House Holdings Limited will be exchanged for shares of Class A common stock of the Issuer at a ratio of approximately 0.75 shares of Class A common stock for each equity interest in Soho House Holdings Limited.
F3 In connection with the Issuer's IPO, the aggregate value of the growth share awards of Soho House Holdings Limited will first be reduced by the $1.8 billion hurdle (described further in the registration statement on Form S-1 filed in connection with the Issuer's IPO), and then the growth share awards from the remaining excess value will be exchanged for awards of restricted shares of Class A common stock at a ratio determined by dividing the per share equity value of each Class D ordinary share of Soho House Holdings Limited immediately prior to the closing of the IPO by the per share price of the Class A Common Stock as of the closing of the IPO. For purposes of this Form 3, we have assumed a ratio of approximately 0.75.
F4 These growth shares vest in 25% annual increments on each of the first through fourth anniversaries of the August 25, 2020 grant date, subject to the recipient's continued employment. In connection with the IPO, the vesting of the award will accelerate by one year.
F5 Each holder of the Issuer's shares of Class B common stock will have 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:

Exhibit List: Exhibit 24 - Power of Attorney 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. Immediately following the consummation of the Issuer's initial public offering, the Voting Group will hold all of the Issuer's issued and outstanding Class B Common Stock and, as a result, when voting together as a group, will control over 90% of the combined voting power of the Issuer and will be able to control any action requiring Issuer shareholder approval.