0001140361-23-026647.txt : 20230525 0001140361-23-026647.hdr.sgml : 20230525 20230525163102 ACCESSION NUMBER: 0001140361-23-026647 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230523 FILED AS OF DATE: 20230525 DATE AS OF CHANGE: 20230525 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Caring Richard CENTRAL INDEX KEY: 0001871934 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40605 FILM NUMBER: 23961217 MAIL ADDRESS: STREET 1: 515 W. 20TH STREET CITY: NEW YORK STATE: DC ZIP: 10011 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Soho House & Co Inc. CENTRAL INDEX KEY: 0001846510 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 BUSINESS ADDRESS: STREET 1: 515 W. 20TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: (212) 627-9800 MAIL ADDRESS: STREET 1: 515 W. 20TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: Membership Collective Group Inc. DATE OF NAME CHANGE: 20210217 4 1 form4.xml X0407 4 2023-05-23 0001846510 Soho House & Co Inc. SHCO 0001871934 Caring Richard C/O SOHO HOUSE & CO INC. 515 W. 20TH STREET NEW YORK NY 10011 true true true See Remarks false Class A Common Stock 2023-05-23 4 P 0 1700 6.5321 A 370524 D Class A Common Stock 2023-05-24 4 P 0 3250 6.1402 A 373774 D The transaction was executed in multiple trades in prices ranging from $6.495 to $6.56, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in footnote 1 of this Form 4. The transaction was executed in multiple trades in prices ranging from $6.06 to $6.25, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in footnote 2 of this Form 4. Each of Nick Jones, Richard Caring, Ron 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. The Voting Group holds all of the Issuer's issued and outstanding Class B Common Stock and, as a result, when voting together as a group, controls over 90% of the combined voting power of the Issuer and is able to control any action requiring Issuer shareholder approval. /s/ Benedict Nwaeke, attorney-in-fact for Richard A. Caring 2023-05-25