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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | |||||||
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| 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 | ||||
| Ordinary Shares of Soho House Holdings Limited(1) | (1) | (1) | Class B Common Stock(5) | 30,876,987 | (1) | I(2) | By Yucaipa American Alliance (Parallel) Fund II, L.P.(2) |
| Ordinary Shares of Soho House Holdings Limited(1) | (1) | (1) | Class B Common Stock(5) | 46,868,715 | (1) | I(2) | By Yucaipa American Alliance Fund II, L.P.(2) |
| Ordinary Shares of Soho House Holdings Limited(1) | (1) | (1) | Class B Common Stock(5) | 1,122,589 | (1) | I(2) | By Yucaipa American Alliance III, L.P.(2) |
| Ordinary Shares of Soho House Holdings Limited(1) | (1) | (1) | Class B Common Stock(5) | 353,532 | (1) | I(2) | By Yucaipa Soho Works, Inc.(2) |
| Ordinary Shares of Soho House Holdings Limited(1) | (1) | (1) | Class B Common Stock(5) | 10,864,097 | (1) | I(3) | By Global Joint Venture Investment Partners LP(3) |
| Ordinary Shares of Soho House Holdings Limited(1) | (1) | (1) | Class B Common Stock(5) | 1,448,547 | (1) | I(4) | By OA3, LLC(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the Issuer's initial public offering ("IPO"), these ordinary shares of Soho House Holdings Limited will be exchanged for shares of Class B common stock of the Issuer at a ratio of approximately 0.75 shares of Class B common stock for each equity interest in Soho House Holdings Limited. |
| 2. Ronald W. Burkle is the controlling partner of an affiliate of The Yucaipa Companies, LLC and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein. |
| 3. Ronald W. Burkle is the controlling partner of an affiliate of Global Joint Venture Investment Partners LP and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein. |
| 4. Ronald W. Burkle is the controlling partner of an affiliate of OA3, LLC and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein. |
| 5. Each holder of the Issuer's shares of Class B common stock will have the right to convert its shares of Class B common stock for shares of Class A common stock on a one-for-one basis, at any time after consummation of the IPO, upon notice to the Issuer. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon transfer to any non-permitted holder of Class B common stock. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney for Ronald W. Burkle; Exhibit 24.1 - Power of Attorney for Yucaipa American Alliance (Parallel) Fund II, L.P.; Exhibit 24.2 - Power of Attorney for Yucaipa American Alliance Fund II, L.P. Each of Nick Jones, Richard Caring, Ronald W. Burkle and The Yucaipa Companies, LLC (and, in each case, certain affiliates and family members) have agreed to vote together as a group with respect to certain matters (the "Voting Group") pursuant to the provisions of a Stockholders' Agreement between each member of the Voting Group and the Issuer, so long as the Voting Group owns a requisite percentage of the Issuer's total outstanding common stock. Immediately following the consummation of the Issuer's initial public offering, the Voting Group will hold all of the Issuer's issued and outstanding Class B Common Stock and, as a result, when voting together as a group, will control over 90% of the combined voting power of the Issuer and will be able to control any action requiring Issuer shareholder approval. |
| /s/ Humera Afzal, attorney-in-fact for Ronald W. Burkle | 07/14/2021 | |
| /s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance (Parallel) Fund II, L.P. | 07/14/2021 | |
| /s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance Fund II, L.P. | 07/14/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||