0001140361-21-025193.txt : 20210721
0001140361-21-025193.hdr.sgml : 20210721
20210721161306
ACCESSION NUMBER: 0001140361-21-025193
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: Kuczmarski Martin
CENTRAL INDEX KEY: 0001872404
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40605
FILM NUMBER: 211104644
MAIL ADDRESS:
STREET 1: 515 W. 20TH STREET
CITY: NEW YORK
STATE: NY
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
0001872404
Kuczmarski Martin
C/O MEMBERSHIP COLLECTIVE GROUP INC.
515 W. 20TH STREET
NEW YORK
NY
10011
true
Chief Operating Officer
Class A Common Stock
2021-07-19
4
M
0
297074
A
297074
D
Class A Common Stock
2021-07-19
4
A
0
401845
0
A
698919
D
Growth Shrs rep Ordinary Shrs of Soho House Holdings Limited
2021-07-19
4
M
0
345328
0
D
Class A Common Stock
297074
0
D
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 $12.28 opening price of Class A common stock on the morning of July 19, 2021.
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.
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 2).
Represents restricted stock units ("RSUs") that represent the contingent right to receive one share of Class A common stock. These RSUs vest in 25% annual increments on the first, second, third and fourth anniversaries of the July 19, 2021 grant date, subject to the recipient's continued employment.
/s/ Humera Afzal, attorney-in-fact for Martin Kuczmarski
2021-07-21