Humera Afzal - Jul 14, 2021 Form 3 Insider Report for Membership Collective Group Inc. (SHCO)

Role: Chief Financial Officer
Signature: /s/ Humera Afzal
Stock symbol: SHCO
Transactions as of: Jul 14, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/14/2021, 06:07 PM
Next filing: Jul 21, 2021

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
holding	SHCO	SARs rep Ordinary Shares of Soho House Holdings Limited							Jul 14, 2021	SARs rep Class A Common Stock	208K		Direct	F1, F2, 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"), 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.
F2	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.
F3	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