0001140361-21-025185.txt : 20210721 0001140361-21-025185.hdr.sgml : 20210721 20210721161209 ACCESSION NUMBER: 0001140361-21-025185 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210719 FILED AS OF DATE: 20210721 DATE AS OF CHANGE: 20210721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Caring Richard CENTRAL INDEX KEY: 0001871934 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40605 FILM NUMBER: 211104629 MAIL ADDRESS: STREET 1: 515 W. 20TH STREET CITY: NEW YORK STATE: DC ZIP: 10011 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Membership Collective Group Inc. CENTRAL INDEX KEY: 0001846510 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 515 W. 20TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: (212) 627-9800 MAIL ADDRESS: STREET 1: 515 W. 20TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 4 1 form4.xml FORM 4 X0306 4 2021-07-19 0001846510 Membership Collective Group Inc. MCG 0001871934 Caring Richard C/O MEMBERSHIP COLLECTIVE GROUP INC. 515 W. 20TH STREET NEW YORK NY 10011 true true true See Remarks Ordinary Shares of Soho House Holdings Limited 2021-07-19 4 M 0 54518447 0 D Class B Common Stock 41138330 0 D Class B Common Stock 2021-07-19 4 M 0 41138330 A Class A Common Stock 41138330 41138330 D In connection with the Issuer's initial public offering ("IPO"), these ordinary shares of Soho House Holdings Limited were 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 has 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. 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 /s/ Humera Afzal, attorney-in-fact for Richard A. Caring 2021-07-21