SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BURKLE RONALD W

(Last)

(First)

(Middle)

C/O MEMBERSHIP COLLECTIVE GROUP INC.

515 W. 20TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Membership Collective Group Inc. [ MCG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Exec. Chairman; See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares of Soho House Holdings Ltd⁽¹⁾	⁽¹⁾	07/19/2021		M			40,946,444	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	30,897,218	$0	0	I⁽²⁾	By Yucaipa American Alliance (Parallel) Fund II, L.P.⁽²⁾
Class B Common Stock	⁽⁵⁾	07/19/2021		M		30,897,218		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	30,897,218	⁽¹⁾	30,897,218	I⁽²⁾	By Yucaipa American Alliance (Parallel) Fund II, L.P.⁽²⁾
Ordinary Shares of Soho House Holdings Ltd⁽¹⁾	⁽¹⁾	07/19/2021		M			62,153,319	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	46,899,423	$0	0	I⁽²⁾	By Yucaipa American Alliance Fund II, L.P.⁽²⁾
Class B Common Stock	⁽⁵⁾	07/19/2021		M		46,899,423		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	46,899,423	⁽¹⁾	46,899,423	I⁽²⁾	By Yucaipa American Alliance Fund II, L.P.⁽²⁾
Ordinary Shares of Soho House Holdings Ltd⁽¹⁾	⁽¹⁾	07/19/2021		M			1,488,682	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	1,123,325	$0	0	I⁽²⁾	By Yucaipa American Alliance III, L.P.⁽²⁾
Class B Common Stock	⁽⁵⁾	07/19/2021		M		1,123,325		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,123,325	⁽¹⁾	1,123,325	I⁽²⁾	By Yucaipa American Alliance III, L.P.⁽²⁾
Ordinary Shares of Soho House Holdings Ltd⁽¹⁾	⁽¹⁾	07/19/2021		M			468,823	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	353,763	$0	0	I⁽²⁾	By Yucaipa Soho Works, Inc.⁽²⁾
Class B Common Stock	⁽⁵⁾	07/19/2021		M		353,763		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	353,763	⁽¹⁾	353,763	I⁽²⁾	By Yucaipa Soho Works, Inc.⁽²⁾
Ordinary Shares of Soho House Holdings Ltd⁽¹⁾	⁽¹⁾	07/19/2021		M			14,407,044	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	10,871,215	$0	0	I⁽³⁾	By Global Joint Ventures Investment Partnership⁽³⁾
Class B Common Stock	⁽⁵⁾	07/19/2021		M		10,871,215		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	10,871,215	⁽¹⁾	10,871,215	I⁽³⁾	By Global Joint Ventures Investment Partnership⁽³⁾
Ordinary Shares of Soho House Holdings Ltd⁽¹⁾	⁽¹⁾	07/19/2021		M			1,920,940	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽⁵⁾	1,449,496	$0	0	I⁽⁴⁾	By OA3, LLC⁽⁴⁾
Class B Common Stock	⁽⁵⁾	07/19/2021		M		1,449,496		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,449,496	⁽¹⁾	1,449,496	I⁽⁴⁾	By OA3, LLC⁽⁴⁾

1. Name and Address of Reporting Person^*

BURKLE RONALD W

(Last)

(First)

(Middle)

C/O MEMBERSHIP COLLECTIVE GROUP INC.

515 W. 20TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Exec. Chairman; See Remarks

1. Name and Address of Reporting Person^*

Yucaipa American Alliance (Parallel) Fund II, L.P.

(Last)

(First)

(Middle)

9130 W. SUNSET BLVD.

(Street)

LOS ANGELES

90069

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

YUCAIPA AMERICAN ALLIANCE FUND II LP

(Last)

(First)

(Middle)

9130 W. SUNSET BLVD.

(Street)

LOS ANGELES

90069

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

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 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.

Remarks:

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	07/21/2021
	/s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance (Parallel) Fund II, L.P.	07/21/2021
	/s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance Fund II, L.P.	07/21/2021
	** Signature of Reporting Person	Date
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