BURKLE RONALD W 4

Accession 0001140361-21-025180

CIK 0001846510other

View on SEC.gov Company Profile

Filed

Jul 20, 8:00 PM ET

Accepted

Jul 21, 4:11 PM ET

Size

36.0 KB

Accession

0001140361-21-025180

Insider Transaction Report

Form 4

Period: 2021-07-19

Membership Collective Group Inc.MCG

BURKLE RONALD W

Director10% OwnerOther

Transactions

Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−1,488,682→ 0 total(indirect: By Yucaipa American Alliance III, L.P.)
→ Class B Common Stock (1,123,325 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−40,946,444→ 0 total(indirect: By Yucaipa American Alliance (Parallel) Fund II, L.P.)
→ Class B Common Stock (30,897,218 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+30,897,218→ 30,897,218 total(indirect: By Yucaipa American Alliance (Parallel) Fund II, L.P.)
→ Class A Common Stock (30,897,218 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+1,123,325→ 1,123,325 total(indirect: By Yucaipa American Alliance III, L.P.)
→ Class A Common Stock (1,123,325 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+10,871,215→ 10,871,215 total(indirect: By Partnership)
→ Class A Common Stock (10,871,215 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−62,153,319→ 0 total(indirect: By Yucaipa American Alliance Fund II, L.P.)
→ Class B Common Stock (46,899,423 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+46,899,423→ 46,899,423 total(indirect: By Yucaipa American Alliance Fund II, L.P.)
→ Class A Common Stock (46,899,423 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+353,763→ 353,763 total(indirect: By Yucaipa Soho Works, Inc.)
→ Class A Common Stock (353,763 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−14,407,044→ 0 total(indirect: By Partnership)
→ Class B Common Stock (10,871,215 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+1,449,496→ 1,449,496 total(indirect: By LLC)
→ Class A Common Stock (1,449,496 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−468,823→ 0 total(indirect: By Yucaipa Soho Works, Inc.)
→ Class B Common Stock (353,763 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−1,920,940→ 0 total(indirect: By LLC)
→ Class B Common Stock (1,449,496 underlying)

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

10% Owner

Transactions

Exercise/Conversion
Class B Common Stock
2021-07-19+353,763→ 353,763 total(indirect: By Yucaipa Soho Works, Inc.)
→ Class A Common Stock (353,763 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−14,407,044→ 0 total(indirect: By Partnership)
→ Class B Common Stock (10,871,215 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+1,449,496→ 1,449,496 total(indirect: By LLC)
→ Class A Common Stock (1,449,496 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+30,897,218→ 30,897,218 total(indirect: By Yucaipa American Alliance (Parallel) Fund II, L.P.)
→ Class A Common Stock (30,897,218 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−1,488,682→ 0 total(indirect: By Yucaipa American Alliance III, L.P.)
→ Class B Common Stock (1,123,325 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−1,920,940→ 0 total(indirect: By LLC)
→ Class B Common Stock (1,449,496 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−40,946,444→ 0 total(indirect: By Yucaipa American Alliance (Parallel) Fund II, L.P.)
→ Class B Common Stock (30,897,218 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−62,153,319→ 0 total(indirect: By Yucaipa American Alliance Fund II, L.P.)
→ Class B Common Stock (46,899,423 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+1,123,325→ 1,123,325 total(indirect: By Yucaipa American Alliance III, L.P.)
→ Class A Common Stock (1,123,325 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−468,823→ 0 total(indirect: By Yucaipa Soho Works, Inc.)
→ Class B Common Stock (353,763 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+46,899,423→ 46,899,423 total(indirect: By Yucaipa American Alliance Fund II, L.P.)
→ Class A Common Stock (46,899,423 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+10,871,215→ 10,871,215 total(indirect: By Partnership)
→ Class A Common Stock (10,871,215 underlying)

YUCAIPA AMERICAN ALLIANCE FUND II LP

10% Owner

Transactions

Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−1,488,682→ 0 total(indirect: By Yucaipa American Alliance III, L.P.)
→ Class B Common Stock (1,123,325 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−14,407,044→ 0 total(indirect: By Partnership)
→ Class B Common Stock (10,871,215 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+10,871,215→ 10,871,215 total(indirect: By Partnership)
→ Class A Common Stock (10,871,215 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+353,763→ 353,763 total(indirect: By Yucaipa Soho Works, Inc.)
→ Class A Common Stock (353,763 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+1,449,496→ 1,449,496 total(indirect: By LLC)
→ Class A Common Stock (1,449,496 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−1,920,940→ 0 total(indirect: By LLC)
→ Class B Common Stock (1,449,496 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+30,897,218→ 30,897,218 total(indirect: By Yucaipa American Alliance (Parallel) Fund II, L.P.)
→ Class A Common Stock (30,897,218 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+46,899,423→ 46,899,423 total(indirect: By Yucaipa American Alliance Fund II, L.P.)
→ Class A Common Stock (46,899,423 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−40,946,444→ 0 total(indirect: By Yucaipa American Alliance (Parallel) Fund II, L.P.)
→ Class B Common Stock (30,897,218 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−62,153,319→ 0 total(indirect: By Yucaipa American Alliance Fund II, L.P.)
→ Class B Common Stock (46,899,423 underlying)
Exercise/Conversion
Class B Common Stock
2021-07-19+1,123,325→ 1,123,325 total(indirect: By Yucaipa American Alliance III, L.P.)
→ Class A Common Stock (1,123,325 underlying)
Exercise/Conversion
Ordinary Shares of Soho House Holdings Ltd
2021-07-19−468,823→ 0 total(indirect: By Yucaipa Soho Works, Inc.)
→ Class B Common Stock (353,763 underlying)

Footnotes (5)

[F1]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.
[F2]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.
[F3]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.
[F4]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.
[F5]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.

Documents

1 file

4
form4.xmlPrimary
FORM 4

Issuer

Membership Collective Group Inc.

CIK 0001846510

→

Entity typeother

Related Parties

filerCIK 0001015899

Filing Metadata

Form type: 4
Filed: Jul 20, 8:00 PM ET
Accepted: Jul 21, 4:11 PM ET
Size: 36.0 KB

View on SEC.gov