SEC FORM 4/A

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^*

Carnie Andrew

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/21/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Class A Common Stock	07/19/2021		M		260,577⁽³⁾⁽⁴⁾	A	⁽¹⁾	1,867,955⁽⁴⁾	D

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)
Growth Shrs rep Ordinary Shrs of Soho House Holdings Limited⁽¹⁾	⁽¹⁾	07/19/2021		M			345,328⁽¹⁾	⁽¹⁾⁽²⁾	⁽¹⁾	Class A Common Stock	260,577⁽¹⁾⁽⁴⁾	$0	0	D

Explanation of Responses:

1. 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.

2. 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).

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.

4. 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	01/21/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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