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