0001567619-22-001427.txt : 20220121 0001567619-22-001427.hdr.sgml : 20220121 20220121154156 ACCESSION NUMBER: 0001567619-22-001427 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210719 FILED AS OF DATE: 20220121 DATE AS OF CHANGE: 20220121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carnie Andrew CENTRAL INDEX KEY: 0001871881 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40605 FILM NUMBER: 22545845 MAIL ADDRESS: STREET 1: 515 W. 20TH STREET. CITY: NEW YORK STATE: NY ZIP: 10011 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/A 1 doc1.xml FORM 4/A X0306 4/A 2021-07-19 2021-07-21 0 0001846510 Membership Collective Group Inc. MCG 0001871881 Carnie Andrew C/O MEMBERSHIP COLLECTIVE GROUP INC. 515 W. 20TH STREET NEW YORK NY 10011 1 1 0 0 President Class A Common Stock 2021-07-19 4 M 0 260577 A 1867955 D Growth Shrs rep Ordinary Shrs of Soho House Holdings Limited 2021-07-19 4 M 0 345328 0 D Class A Common Stock 260577 0 D In connection with the Issuer's initial public offering ("IPO"), the aggregate value of the growth share awards of Soho House Holdings Limited was first reduced by the $1.8 billion hurdle (described further in the registration statement on Form S-1 filed in connection with the Issuer's IPO), resulting in a forfeiture of the Reporting Person's growth share awards exempt from Section 16(a) and (b) pursuant to Rules 16a-4(d) and 16a-6(d), respectively, and then the growth share awards from the remaining excess value were exchanged for awards of restricted shares of Class A common stock in a manner that preserved the value of the award immediately prior to the closing of the IPO, based on the $12.50 closing price of Class A common stock on July 16, 2021. The growth shares were scheduled to vest in 25% annual increments on each of the first through fourth anniversaries of the August 25, 2020 grant date, subject to the recipient's continued employment. In connection with the IPO, the vesting of the award accelerated by one year (see footnote 3). Represents restricted shares that vest 25% on July 19, 2021, and 25% on the first, second and third anniversaries of the August 25, 2020 original award grant date, subject to the recipient's continued employment. This amendment is being filed to reduce by 36,497 shares the number of shares of Class A Common Stock received by the Reporting Person on July 19, 2021 in exchange for Growth Shares representing Ordinary Shares of Soho House Holdings, which was inadvertently overreported in the Form 4 filed by the Reporting Person on July 21, 2021, and similarly reduce the aggregate amount of shares of Class A Common Stock reported as beneficially owned by the Reporting Person. /s/ Humera Afzal, attorney-in-fact for Andrew Carnie 2022-01-21