Nick Jones - 14 Jul 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
Issuer symbol: SHCO
Transactions as of: 14 Jul 2021
Net transactions value: $0
Form type: 3
Filing time: 14 Jul 2021, 18:02:03 UTC
Next filing: 21 Jan 2022
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	SHCO	Ordinary Shares of Soho House Holdings Limited	14 Jul 2021	Class B Common Stock	8,760,278	Direct	F1, F5
holding	SHCO	Ordinary Shares of Soho House Holdings Limited	14 Jul 2021	Class A Common Stock	3,013,979	Direct	F2
holding	SHCO	Growth Shrs rep Ordinary Shrs of Soho House Holdings Limited	14 Jul 2021	Class A Common Stock	288,805	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.