Nick Jones - 19 Jul 2021 Form 4/A - Amendment 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
19 Jul 2021
Net transactions value
$0
Form type
4/A - Amendment
Filing time
21 Jan 2022, 14:39:57 UTC
Date Of Original Report
21 Jul 2021
Previous filing
14 Jul 2021
Next filing
22 Sep 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 +260,577 +8.6% 3,274,556 19 Jul 2021 Direct F1, F3, F4

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 Growth Shrs rep Ordinary Shrs of Soho House Holdings Limited Options Exercise $0 -345,328 -100% $0.000000* 0 19 Jul 2021 Class A Common Stock 260,577 Direct F1, F2, 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"), the aggregate value of the growth share awards of Soho House Holdings Limited was first 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), resulting in a forfeiture of the Reporting Person's growth share awards exempt from Section 16(a) and (b) pursuant to Rules 16a-4(d) and 16a-6(d), respectively, and then the growth share awards from the remaining excess value were exchanged for awards of restricted shares of Class A common stock in a manner that preserved the value of the award immediately prior to the closing of the IPO, based on the $12.50 closing price of Class A common stock on July 16, 2021.
F2 The growth shares were scheduled to 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 accelerated by one year (see footnote 3).
F3 Represents restricted shares that vest 25% on July 19, 2021, and 25% on the first, second and third anniversaries of the August 25, 2020 original award grant date, subject to the recipient's continued employment.
F4 This amendment is being filed to reduce by 36,497 shares the number of shares of Class A Common Stock received by the Reporting Person on July 19, 2021 in exchange for Growth Shares representing Ordinary Shares of Soho House Holdings, which was inadvertently overreported in the Form 4 filed by the Reporting Person on July 21, 2021, and similarly reduce the aggregate amount of shares of Class A Common Stock reported as beneficially owned by the Reporting Person.

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.