4//SEC Filing
Jones Nick 4
Accession 0001140361-21-025194
CIK 0001846510other
Filed
Jul 20, 8:00 PM ET
Accepted
Jul 21, 4:13 PM ET
Size
17.4 KB
Accession
0001140361-21-025194
Insider Transaction Report
Form 4
Jones Nick
DirectorFounderOther
Transactions
- Exercise/Conversion
Class A Common Stock
2021-07-19+3,013,979→ 3,013,979 total - Exercise/Conversion
Class B Common Stock
2021-07-19+8,767,615→ 8,767,615 total→ Class A Common Stock (8,767,615 underlying) - Exercise/Conversion
Ordinary Shares of Soho House Holdings Limited
2021-07-19−3,994,267→ 0 total→ Class A Common Stock (3,013,979 underlying) - Exercise/Conversion
Class A Common Stock
2021-07-19+297,074→ 3,311,053 total - Exercise/Conversion
Ordinary Shares of Soho House Holdings Limited
2021-07-19−11,619,255→ 0 total→ Class B Common Stock (8,767,615 underlying) - Exercise/Conversion
Growth Shrs rep Ordinary Shrs of Soho House Holdings Limited
2021-07-19−345,328→ 0 total→ Class A Common Stock (297,074 underlying)
Footnotes (6)
- [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]In connection with the Issuer's IPO, these ordinary shares of Soho House Holdings Limited were exchanged for shares of Class A common stock of the Issuer at a ratio of approximately 0.75 shares of Class A common stock for each equity interest in Soho House Holdings Limited.
- [F3]In connection with the Issuer's 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 $12.28 opening price of Class A common stock on the morning of July 19, 2021.
- [F4]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 6).
- [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.
- [F6]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.
Documents
Issuer
Membership Collective Group Inc.
CIK 0001846510
Entity typeother
Related Parties
1- filerCIK 0001872029
Filing Metadata
- Form type
- 4
- Filed
- Jul 20, 8:00 PM ET
- Accepted
- Jul 21, 4:13 PM ET
- Size
- 17.4 KB