West Street Strategic Solutions Fund I Form 3 Membership Collective / Street Principal Investments, L.L.C. Broad ownership change

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^*

GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2021

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	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Class A Common Stock, par value $0.01 per share	15,526,619(1)(2)(3)(4)	I(1)(2)(3)(4)	See Footnotes(1)(2)(3)(4)

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

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

West Street Strategic Solutions Fund I, L.P.

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282-2198

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

West Street Strategic Solutions Fund I-(C), L.P.

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282-2198

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WSSS INVESTMENTS W, LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WSSS INVESTMENTS X, LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WSSS INVESTMENTS I, LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WSSS INVESTMENTS U, LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Broad Street Principal Investments, L.L.C.

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

West Street CT Private Credit Partnership, L.P.

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co., LLC ("Goldman Sachs"), West Street Strategic Solutions Fund I, L.P. ("West Street Fund I"), West Street Strategic Solutions Fund I-(C), L.P. ("West Street Fund I-(C)"), WSSS Investments W, LLC ("WSSS Fund W"), WSSS Investments X, LLC ("WSSS Fund X"), WSSS Investments I, LLC ("WSSS Fund I"), WSSS Investments U, LLC ("WSSS Fund U"), Broad Street Principal Investments, L.L.C. ("BSPI") and West Street CT Private Credit Partnership, L.P. ("West Street CT PCP") (together, the "Reporting Persons"). Goldman Sachs is the manager of BSPI, the GS Funds are investment vehicles managed by, or affiliates of, Goldman Sachs.

2. Each of the Reporting Persons beneficially owned senior convertible preference shares (the "Senior Preference Shares") of the Issuer prior to the initial public offering (the "IPO") of the Class A Common Stock, par value $0.01 per share (the "Common Stock"), of Membership Collective Group Inc. (the "Issuer"). The Senior Preference Shares by their terms automatically converted into Common Stock upon the closing of the Issuer's IPO on July 19, 2021.

3. (Continued from Footnote 2) After the closing of the IPO, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 15,526,619 shares of Common Stock in the Issuer by reason of the indirect beneficial ownership of such shares as follows: (i) West Street Fund I owned directly 5,682,004 shares of Common Stock; (ii) West Street Fund I-(C) owned directly 558,307 shares of Common Stock; (iii) WSSS Fund W owned directly 6,994,784 shares of Common Stock; (iv) WSSS Fund X owned directly 263,420 shares of Common Stock; (v) WSSS Fund I owned directly 296,103 shares of Common Stock; (vi) WSSS Fund U owned directly 316,507 shares of Common Stock; (vii) BSPI owned directly 1,140,310 shares of Common Stock; and (viii) West Street CT PCP owned directly 275,184 shares of Common Stock.

4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	/s/ Crystal Orgill, attorney-in-fact	12/22/2021
	** Signature of Reporting Person	Date
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