0001567619-21-013421.txt : 20210714 0001567619-21-013421.hdr.sgml : 20210714 20210714180702 ACCESSION NUMBER: 0001567619-21-013421 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210714 FILED AS OF DATE: 20210714 DATE AS OF CHANGE: 20210714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Afzal Humera CENTRAL INDEX KEY: 0001872132 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40605 FILM NUMBER: 211091178 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 3 1 doc1.xml FORM 3 X0206 3 2021-07-14 0 0001846510 Membership Collective Group Inc. MCG 0001872132 Afzal Humera C/O MEMBERSHIP COLLECTIVE GROUP INC. 515 W. 20TH STREET NEW YORK NY 10011 0 1 0 0 Chief Financial Officer SARs rep Ordinary Shares of Soho House Holdings Limited 2031-02-24 SARs rep Class A Common Stock 207952 D In connection with the Issuer's initial public offering ("IPO"), these share appreciation rights ("SARs") of Soho House Holdings Limited will be exchanged for SARs of Class A common stock of the Issuer at a ratio determined by dividing the per share equity value of each Class D ordinary share of Soho House Holdings Limited immediately prior to the closing of the IPO by the per share price of the Class A Common Stock as of the closing of the IPO (the "Exchange Ratio"). For purposes of this Form 3, we have assumed an Exchange Ratio of approximately 0.75. These SARs vest in 25% annual increments on each of the first through fourth anniversaries of the February 24, 2021 grant date, subject to the recipient's continued employment. In connection with the IPO, the vesting of the award will accelerate by one year. In connection with the Issuer's IPO, the exercise price will also be adjusted by dividing the exercise price of the SARs ($10.523) by the Exchange Ratio. Assuming an Exchange Ratio of approximately 0.75, the adjusted exercise price would be $13.95. Exhibit 24 - Power of Attorney /s/ Humera Afzal 2021-07-14 EX-24 2 hafzal.htm

POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Humera Afzal, James Neal, Louis Redman and Benedict Nwaeke, or either of them acting individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
 

 (1)
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
 

 (2)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Membership Collective Group Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;
 

 (3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
 

 (4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein at a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this              6th                     day of _______July___________, 2021.

 
 
 
/s/ Humera Afzal
 
 
 
 
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 Humera Afzal
 
 
 
 
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