Soho House & Co Inc. — Director's Dealing 2021

Jul 15, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Membership Collective Group Inc. (MCG)
CIK: 0001846510
Period of Report: 2021-07-14

Reporting Person: Afzal Humera (Chief Financial Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
SARs rep Ordinary Shares of Soho House Holdings Limited	$	2031-02-24	SARs rep Class A Common Stock (207952)		Direct

Footnotes

F1: In connection with the Issuer's initial public offering ("IPO"), these share appreciation rights ("SARs") of Soho House Holdings Limited will be exchanged for SARs of Class A common stock of the Issuer at a ratio determined by dividing the per share equity value of each Class D ordinary share of Soho House Holdings Limited immediately prior to the closing of the IPO by the per share price of the Class A Common Stock as of the closing of the IPO (the "Exchange Ratio"). For purposes of this Form 3, we have assumed an Exchange Ratio of approximately 0.75.

F2: These SARs vest in 25% annual increments on each of the first through fourth anniversaries of the February 24, 2021 grant date, subject to the recipient's continued employment. In connection with the IPO, the vesting of the award will accelerate by one year.

F3: In connection with the Issuer's IPO, the exercise price will also be adjusted by dividing the exercise price of the SARs ($10.523) by the Exchange Ratio. Assuming an Exchange Ratio of approximately 0.75, the adjusted exercise price would be $13.95.