SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Afzal Humera (Last) (First) (Middle) C/O MEMBERSHIP COLLECTIVE GROUP INC. 515 W. 20TH STREET (Street) NEW YORK NY 10011 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/14/2021	3. Issuer Name and Ticker or Trading Symbol Membership Collective Group Inc. [ MCG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SARs rep Ordinary Shares of Soho House Holdings Limited(1)	(2)	02/24/2031	SARs rep Class A Common Stock	207,952(1)	(1)(3)	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Humera Afzal	07/14/2021
	** Signature of Reporting Person	Date
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