Ownership Submission
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FORM 4/A
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Jones Nick
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2. Issuer Name and Ticker or Trading Symbol
Membership Collective Group Inc. [MCG]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CEO / See Remarks
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(Last)
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(First)
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(Middle)
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C/O MEMBERSHIP COLLECTIVE GROUP INC. , 515 W. 20TH STREET
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NEW YORK
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NY
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10011
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4. If Amendment, Date Original Filed(Month/Day/Year)
2021-07-21
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Jones Nick
C/O MEMBERSHIP COLLECTIVE GROUP INC.
515 W. 20TH STREET
NEW YORK, NY10011
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X
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CEO
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See Remarks
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Signatures
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/s/ Humera Afzal, attorney-in-fact for Nick Jones
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2022-01-21
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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.
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(2)
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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).
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(3)
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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.
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(4)
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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.
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