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