Martin Kuczmarski - Jul 14, 2021 Form 3 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 14, 2021
Transactions value $
$0
Form type
3
Date filed
7/14/2021, 06:09 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 Growth Shrs rep Ordinary Shrs of Soho House Holdings Limited Jul 14, 2021 Class A Common Stock 289K Direct F1, F2
* 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 will first be 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), and then the growth share awards from the remaining excess value will be exchanged for awards of restricted shares of Class A common stock 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. For purposes of this Form 3, we have assumed a ratio of approximately 0.75.
F2 These growth shares 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 will accelerate by one year.

Remarks:

Exhibit 24 - Power of Attorney