Richard Caring - 16 Jun 2022 Form 4 Insider Report for Membership Collective Group Inc. (SHCO)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Benedict Nwaeke, attorney-in-fact for Richard A. Caring
Issuer symbol
SHCO
Transactions as of
16 Jun 2022
Net transactions value
+$152,054
Form type
4
Filing time
23 Nov 2022, 15:34:07 UTC
Previous filing
21 Jul 2021
Next filing
09 Dec 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHCO Class A Common Stock Purchase $60,329 +9,100 $6.63 9,100 16 Jun 2022 Direct F1
transaction SHCO Class A Common Stock Purchase $90,959 +22,981 +253% $3.96 32,081 21 Nov 2022 Direct F2
transaction SHCO Class A Common Stock Purchase $766 +200 +0.62% $3.83 32,281 22 Nov 2022 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The transaction was executed in multiple trades in prices ranging from $6.6201 to $6.64, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnotes 1 and 2 of this Form 4.
F2 The transaction was executed in multiple trades in prices ranging from $3.86 to $4.00, inclusive.

Remarks:

Each of Nick Jones, Richard Caring, Ron Burkle and The Yucaipa Companies, LLC (and, in each case, certain affiliates and family members) have agreed to vote together as a group with respect to certain matters (the "Voting Group") pursuant to the provisions of a Stockholders' Agreement between each member of the Voting Group and the Issuer, so long as the Voting Group owns a requisite percentage of the Issuer's total outstanding common stock. The Voting Group holds all of the Issuer's issued and outstanding Class B Common Stock and, as a result, when voting together as a group, controls over 90% of the combined voting power of the Issuer and is able to control any action requiring Issuer shareholder approval.