0001140361-21-025194.txt : 20210721 0001140361-21-025194.hdr.sgml : 20210721 20210721161309 ACCESSION NUMBER: 0001140361-21-025194 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: Jones Nick CENTRAL INDEX KEY: 0001872029 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40605 FILM NUMBER: 211104645 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 0001872029 Jones Nick C/O MEMBERSHIP COLLECTIVE GROUP INC. 515 W. 20TH STREET NEW YORK NY 10011 true true true CEO See Remarks Class A Common Stock 2021-07-19 4 M 0 3013979 A 3013979 D Class A Common Stock 2021-07-19 4 M 0 297074 A 3311053 D Ordinary Shares of Soho House Holdings Limited 2021-07-19 4 M 0 11619255 0 D Class B Common Stock 8767615 0 D Class B Common Stock 2021-07-19 4 M 0 8767615 A Class A Common Stock 8767615 8767615 D Ordinary Shares of Soho House Holdings Limited 2021-07-19 4 M 0 3994267 0 D Class A Common Stock 3013979 0 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"), 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. In connection with the Issuer's IPO, these ordinary shares of Soho House Holdings Limited were exchanged for shares of Class A common stock of the Issuer at a ratio of approximately 0.75 shares of Class A common stock for each equity interest in Soho House Holdings Limited. In connection with the Issuer's 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. 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 6). 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. 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. 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 Nick Jones 2021-07-21