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