0001140361-21-025180.txt : 20210721
0001140361-21-025180.hdr.sgml : 20210721
20210721161144
ACCESSION NUMBER: 0001140361-21-025180
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210719
FILED AS OF DATE: 20210721
DATE AS OF CHANGE: 20210721
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BURKLE RONALD W
CENTRAL INDEX KEY: 0001015899
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40605
FILM NUMBER: 211104622
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: YUCAIPA AMERICAN ALLIANCE FUND II LP
CENTRAL INDEX KEY: 0001431428
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40605
FILM NUMBER: 211104620
BUSINESS ADDRESS:
STREET 1: 9130 WEST SUNSET BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90069
BUSINESS PHONE: 310 789-7200
MAIL ADDRESS:
STREET 1: 9130 WEST SUNSET BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90069
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yucaipa American Alliance (Parallel) Fund II, L.P.
CENTRAL INDEX KEY: 0001452578
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40605
FILM NUMBER: 211104621
BUSINESS ADDRESS:
STREET 1: C/O THE YUCAIPA COMPANIES LLC
STREET 2: 9130 WEST SUNSET BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90069
BUSINESS PHONE: (310) 789-7200
MAIL ADDRESS:
STREET 1: C/O THE YUCAIPA COMPANIES LLC
STREET 2: 9130 WEST SUNSET BOULEVARD
CITY: LOS ANGELES
STATE: CA
ZIP: 90069
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Membership Collective Group Inc.
CENTRAL INDEX KEY: 0001846510
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
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
4
1
form4.xml
FORM 4
X0306
4
2021-07-19
0001846510
Membership Collective Group Inc.
MCG
0001015899
BURKLE RONALD W
C/O MEMBERSHIP COLLECTIVE GROUP INC.
515 W. 20TH STREET
NEW YORK
NY
10011
true
true
true
Exec. Chairman; See Remarks
0001452578
Yucaipa American Alliance (Parallel) Fund II, L.P.
9130 W. SUNSET BLVD.
LOS ANGELES
CA
90069
true
0001431428
YUCAIPA AMERICAN ALLIANCE FUND II LP
9130 W. SUNSET BLVD.
LOS ANGELES
CA
90069
true
Ordinary Shares of Soho House Holdings Ltd
2021-07-19
4
M
0
40946444
0
D
Class B Common Stock
30897218
0
I
By Yucaipa American Alliance (Parallel) Fund II, L.P.
Class B Common Stock
2021-07-19
4
M
0
30897218
A
Class A Common Stock
30897218
30897218
I
By Yucaipa American Alliance (Parallel) Fund II, L.P.
Ordinary Shares of Soho House Holdings Ltd
2021-07-19
4
M
0
62153319
0
D
Class B Common Stock
46899423
0
I
By Yucaipa American Alliance Fund II, L.P.
Class B Common Stock
2021-07-19
4
M
0
46899423
A
Class A Common Stock
46899423
46899423
I
By Yucaipa American Alliance Fund II, L.P.
Ordinary Shares of Soho House Holdings Ltd
2021-07-19
4
M
0
1488682
0
D
Class B Common Stock
1123325
0
I
By Yucaipa American Alliance III, L.P.
Class B Common Stock
2021-07-19
4
M
0
1123325
A
Class A Common Stock
1123325
1123325
I
By Yucaipa American Alliance III, L.P.
Ordinary Shares of Soho House Holdings Ltd
2021-07-19
4
M
0
468823
0
D
Class B Common Stock
353763
0
I
By Yucaipa Soho Works, Inc.
Class B Common Stock
2021-07-19
4
M
0
353763
A
Class A Common Stock
353763
353763
I
By Yucaipa Soho Works, Inc.
Ordinary Shares of Soho House Holdings Ltd
2021-07-19
4
M
0
14407044
0
D
Class B Common Stock
10871215
0
I
By Global Joint Ventures Investment Partnership
Class B Common Stock
2021-07-19
4
M
0
10871215
A
Class A Common Stock
10871215
10871215
I
By Global Joint Ventures Investment Partnership
Ordinary Shares of Soho House Holdings Ltd
2021-07-19
4
M
0
1920940
0
D
Class B Common Stock
1449496
0
I
By OA3, LLC
Class B Common Stock
2021-07-19
4
M
0
1449496
A
Class A Common Stock
1449496
1449496
I
By OA3, LLC
In connection with the Issuer's initial public offering ("IPO"), these ordinary shares of Soho House Holdings Limited were 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.
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.
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.
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.
Each holder of the Issuer's shares of Class B common stock has 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.
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/ Humera Afzal, attorney-in-fact for Ronald W. Burkle
2021-07-21
/s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance (Parallel) Fund II, L.P.
2021-07-21
/s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance Fund II, L.P.
2021-07-21