Sec Form 3 Filing - Afzal Humera @ Membership Collective Group Inc. - 2021-07-14

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Afzal Humera 2. Issuer Name and Ticker or Trading Symbol Membership Collective Group Inc. [ MCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O MEMBERSHIP COLLECTIVE GROUP INC., 515 W. 20TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/14/2021 (Street) NEW YORK, NY10011 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares SARs rep Ordinary Shares of Soho House Holdings Limited ( 1 ) ( 1 ) ( 3 ) ( 2 ) 02/24/2031 SARs rep Class A Common Stock 207,952 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Afzal Humera C/O MEMBERSHIP COLLECTIVE GROUP INC. 515 W. 20TH STREET NEW YORK, NY10011 Chief Financial Officer Signatures /s/ Humera Afzal 07/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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