SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BURKLE RONALD W

(Last)

(First)

(Middle)

C/O MEMBERSHIP COLLECTIVE GROUP INC.

515 W. 20TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2021

3. Issuer Name and Ticker or Trading Symbol
Membership Collective Group Inc. [ MCG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Exec. Chairman; See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares of Soho House Holdings Limited⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	30,876,987	⁽¹⁾	I⁽²⁾	By Yucaipa American Alliance (Parallel) Fund II, L.P.⁽²⁾
Ordinary Shares of Soho House Holdings Limited⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	46,868,715	⁽¹⁾	I⁽²⁾	By Yucaipa American Alliance Fund II, L.P.⁽²⁾
Ordinary Shares of Soho House Holdings Limited⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	1,122,589	⁽¹⁾	I⁽²⁾	By Yucaipa American Alliance III, L.P.⁽²⁾
Ordinary Shares of Soho House Holdings Limited⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	353,532	⁽¹⁾	I⁽²⁾	By Yucaipa Soho Works, Inc.⁽²⁾
Ordinary Shares of Soho House Holdings Limited⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	10,864,097	⁽¹⁾	I⁽³⁾	By Global Joint Venture Investment Partners LP⁽³⁾
Ordinary Shares of Soho House Holdings Limited⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	1,448,547	⁽¹⁾	I⁽⁴⁾	By OA3, LLC⁽⁴⁾

1. Name and Address of Reporting Person^*

BURKLE RONALD W

(Last)

(First)

(Middle)

C/O MEMBERSHIP COLLECTIVE GROUP INC.

515 W. 20TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Exec. Chairman; See Remarks

1. Name and Address of Reporting Person^*

Yucaipa American Alliance (Parallel) Fund II, L.P.

(Last)

(First)

(Middle)

9130 WEST SUNSET BOULEVARD

(Street)

LOS ANGELES

90069

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

YUCAIPA AMERICAN ALLIANCE FUND II LP

(Last)

(First)

(Middle)

9130 WEST SUNSET BOULEVARD

(Street)

LOS ANGELES

90069

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. Ronald W. Burkle is the controlling partner of an affiliate of The Yucaipa Companies, LLC and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

3. Ronald W. Burkle is the controlling partner of an affiliate of Global Joint Venture Investment Partners LP and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

4. Ronald W. Burkle is the controlling partner of an affiliate of OA3, LLC and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

5. 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 for Ronald W. Burkle; Exhibit 24.1 - Power of Attorney for Yucaipa American Alliance (Parallel) Fund II, L.P.; Exhibit 24.2 - Power of Attorney for Yucaipa American Alliance Fund II, L.P. Each of Nick Jones, Richard Caring, Ronald W. 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.

	/s/ Humera Afzal, attorney-in-fact for Ronald W. Burkle	07/14/2021
	/s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance (Parallel) Fund II, L.P.	07/14/2021
	/s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance Fund II, L.P.	07/14/2021
	** Signature of Reporting Person	Date
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