Martin Kuczmarski - Jul 19, 2021 Form 4 Insider Report for Membership Collective Group Inc. (SHCO)

Role: Chief Operating Officer
Signature: /s/ Humera Afzal, attorney-in-fact for Martin Kuczmarski
Stock symbol: SHCO
Transactions as of: Jul 19, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/21/2021, 04:13 PM
Previous filing: Jul 14, 2021
Next filing: Dec 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SHCO	Class A Common Stock	Options Exercise		+297K			297K	Jul 19, 2021	Direct	F1, F2
transaction	SHCO	Class A Common Stock	Award	$0	+402K	+135.27%	$0.00	699K	Jul 19, 2021	Direct	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SHCO	Growth Shrs rep Ordinary Shrs of Soho House Holdings Limited	Options Exercise	$0	-345K	-100%	$0.00^*	0	Jul 19, 2021	Class A Common Stock	297K		Direct	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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).
F4	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.