Large owner Goldman Sachs Group Inc sold $14,999,994 worth of shares (1,666,666 units at $9.00) (SEC Form 4)
$GS
Investment Bankers/Brokers/Service
Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Soho House & Co Inc. [ SHCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/29/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Common Stock | 01/29/2026 | S(2) | 1,666,666(2)(4) | D | $9(2) | 13,859,953(3)(4) | I(1)(4) | Note(1)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This statement is filed by the Reporting Persons: The Goldman Sachs Group, Inc. ("Goldman Sachs"); Goldman Sachs & Co. LLC; ("GS&Co."); Broad Street Principal Investments, L.L.C. ("BSPI"); Goldman Sachs Asset Management, L.P. ("GSAM LP"); West Street Strategic Solutions Fund I, L.P. ("West Street Fund I"); West Street Strategic Solutions Fund I-(C), L.P. ("West Street Fund I (C)"); WSSS Investments W, LLC, ("WSSS Fund W"); WSSS Investments X, LLC ("WSSS Fund X"); WSSS Investments I, LLC ("WSSS Fund I"); WSSS Investments U, LLC ("WSSS Fund U"); and West Street CT Private Credit Partnership, L.P. ("West Street CT PCP"). GS&Co. is a direct subsidiary of Goldman Sachs. GS&Co. is the manager of BSPI. West Street Fund I, West Street Fund I-(C), WSSS Fund W, WSSS Fund X, WSSS Fund I, WSSS Fund U, and West Street CT PCP (the "GS Funds") are investment vehicles managed by GSAM LP. GSAM LP is an indirect subsidiary of Goldman Sachs. |
| 2. On January 29, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated August 15, 2025, by and among the Issuer, EH Parent LLC ("Parent"), and EH MergerSub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger. In the Merger, 1,666,666 shares of Class A Common Stock directly held in total by BSPI and the GS Funds were canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $9.00 per share, without interest thereon, from the Issuer. Specifically, the number of shares cancelled for the right to receive the merger consideration were as follows: BSPI (122,404 shares); West Street Fund I (609,920 shares); West Street Fund I (C) (59,930 shares); WSSS Fund W (750,838 shares); WSSS Fund X (28,276 shares); WSSS Fund I (31,784 shares); WSSS Fund U (33,975 shares); and West Street CT PCP (29,539 shares). |
| 3. Following the Merger, BSPI and the GS Funds directly held in total 13,859,953 shares of Class A Common Stock as follows: BSPI (1,017,906 shares); West Street Fund I (5,072,084 shares); West Street Fund I (C) (498,377 shares); WSSS Fund W (6,243,946 shares); WSSS Fund X (235,144 shares); WSSS Fund I (264,319 shares); WSSS Fund U (282,532 shares); and West Street CT PCP (245,645 shares). |
| 4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| Remarks: |
| Exhibit 24 (Powers of Attorney) and Exhibit 99.1 (Signatures and Joint Filer Information) are incorporated herein by reference. This Form 4 is 1 of 2 identical Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, The Goldman Sachs Group Inc. |
| See Exhibit 99.1 for Signatures | 02/02/2026 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||