Richard A. Caring - 14 Jul 2021 Form 3 Insider Report for Membership Collective Group Inc. (SHCO)

Role: Other*, 10%+ Owner
Signature: /s/ Humera Afzal, attorney-in-fact for Richard A. Caring
Issuer symbol: SHCO
Transactions as of: 14 Jul 2021
Net transactions value: $0
Form type: 3
Filing time: 14 Jul 2021, 18:18:06 UTC
Next filing: 21 Jul 2021
SEC: View on sec.gov

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							14 Jul 2021	Class B Common Stock	41,128,251		Direct	F1, F2

* 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	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.

Content

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.

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.