SEC Form SC 13G/A filed by Membership Collective Group Inc. (Amendment)
$MCG
Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Membership Collective Group Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
586001109
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule is Filed:
| ☐ |
Rule 13d-1(b)
|
| ☐ |
Rule 13d-1(c)
|
| ☒ |
Rule 13d-1(d)
|
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 15 Pages
Exhibit Index: Page 15
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CUSIP No. 586001109
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SCHEDULE 13G
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Page 2 of 15 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
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||
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Nick Jones
|
|
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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United Kingdom
|
|
|
|||
|
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
12,042,171 (1)
|
|
|
|||
|
|
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||||
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6
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SHARED VOTING POWER
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||
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0
|
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|||
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||||
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7
|
SOLE DISPOSITIVE POWER
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||
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12,042,171 (1)
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
|
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||
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0
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|||
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
|
12,042,171 (1)
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|||
|
|
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||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
|
☐
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|||
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||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.2% (2)
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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||||
| (1) |
Includes (i) 3,209,411 shares of Class A Common Stock (as defined herein) directly held by the reporting person, (ii) 8,767,615 shares of Class B Common Stock (as defined herein), which are convertible
one-for-one into shares of Class A Common Stock, and (iii) 65,145 restricted shares of Class A Common Stock that vest on August 25, 2023, subject to the reporting person’s continued employment.
|
| (2) |
Calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common Stock held by the
Voting Group (as defined herein), which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
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CUSIP No. 586001109
|
SCHEDULE 13G
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Page 3 of 15 Pages
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1
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NAMES OF REPORTING PERSONS
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Richard Allan Caring
|
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
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SEC USE ONLY
|
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
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United Kingdom
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
41,488,351 (1)
|
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|||
|
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||||
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6
|
SHARED VOTING POWER
|
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||
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0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
41,488,351 (1)
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|
|||
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|
||||
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8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
41,488,351 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
21.3% (2)
|
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|||
|
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|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
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IN
|
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|
|||
|
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|
||||
| (1) |
Includes (i) 350,021 shares of Class A Common Stock directly held by the reporting person and (2) 41,138,330 shares of Class B Common Stock convertible one-for-one into shares of Class A Common Stock.
|
| (2) |
Calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common Stock held by the
Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
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CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 4 of 15 Pages
|
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1
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NAMES OF REPORTING PERSONS
|
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|
||
|
Ronald Wayne Burkle
|
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|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
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|
||||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States of America
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
200,000
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
91,594,440 (1)
|
|
|
|||
|
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|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
200,000
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
91,594,440 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
91,794,440 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
47.0% (2)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN, HC
|
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|
|||
|
|
|
||||
| (1) |
Includes 91,594,440 shares of Class B Common Stock convertible one-for-one into shares of Class A Common Stock.
|
| (2) |
Calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common Stock held by the
Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 5 of 15 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Yucaipa American Alliance (Parallel) Fund II, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
30,897,218 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
30,897,218 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
30,897,218 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
15.8% (2)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Represents shares of Class B Common Stock convertible one-for-one into shares of Class A Common Stock.
|
| (2) |
Calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common Stock held by the
Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 6 of 15 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Yucaipa American Alliance Fund II, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
46,899,423 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
46,899,423 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
46,899,423 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
24.0% (2)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Represents shares of Class B Common Stock convertible one-for-one into shares of Class A Common Stock.
|
| (2) |
Calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common Stock held by the
Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 7 of 15 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Yucaipa American Alliance Fund III, L.P
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
1,123,325 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,123,325 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,123,325 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.6% (2)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Represents shares of Class B Common Stock convertible one-for-one into shares of Class A Common Stock.
|
| (2) |
Calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common Stock held by the
Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 8 of 15 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Yucaipa Soho Works, Inc
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
353,763 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
353,763 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
353,763 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.2% (2)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
|
(1)
|
Represents shares of Class B Common Stock convertible one-for-one into shares of Class A Common Stock.
|
|
(2)
|
Calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common Stock held by the
Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 9 of 15 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Global Joint Venture Investment Partners LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
10,871,215 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
10,871,215 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
10,871,215 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.6% (2)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
(1)
|
Represents shares of Class B Common Stock convertible one-for-one into shares of Class A Common Stock.
|
|
(2)
|
Calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common Stock held by the
Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 10 of 15 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
OA3, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
1,449,496 (1)
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,449,496 (1)
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,449,496 (1)
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.7% (2)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Represents shares of Class B Common Stock convertible one-for-one into shares of Class A Common Stock.
|
| (2) |
Calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common Stock held by the
Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 11 of 15 Pages
|
| Item 1(a). |
Name of Issuer
|
Membership Collective Group Inc. (the “Issuer”)
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices
|
515 W. 20th Street, 5th Floor
New York, NY, 10011
| Item 2(a). |
Names of Persons Filing
|
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
1)
|
Nick Jones (“Mr. Jones”);
|
|
2)
|
Richard Allan Caring (“Mr. Caring”);
|
|
3)
|
Ronald Wayne Burkle (“Mr. Burkle”);
|
|
4)
|
Yucaipa American Alliance (Parallel) Fund II, L.P. (“Parallel Fund”);
|
|
5)
|
Yucaipa American Alliance Fund II, L.P. (“Fund II”);
|
|
6)
|
Yucaipa American Alliance Fund III, L.P. (“Fund III”);
|
|
7)
|
Yucaipa Soho Works, Inc. (“Soho Fund” and, together with Parallel Fund, Fund III and Fund II, the “Yucaipa Funds”);
|
|
8)
|
Global Joint Venture Investment Partners LP (“Global JV”); and
|
|
9)
|
OA3, LLC (“OA3”).
|
Mr. Jones is the founder of the Issuer and serves as a director on the Issuer’s board of directors (the “Board”). Mr. Caring serves as a director on the Board. Mr. Burkle serves as Executive Chairman and a director of the
Board. In addition, Mr. Burkle is the controlling partner of an affiliate of the Yucaipa Funds, of Global JV and of OA3 and, as such, may be deemed to have voting and dispositive control of the shares of Class A Common Stock held by each of the
Yucaipa Funds, Global JV and OA3. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.
Each of Mr. Jones, Mr. Caring, Parallel Fund and Fund II is a party to a Stockholders’ Agreement with the Issuer pursuant to which he/it agreed, on behalf of himself/itself and certain of his/its affiliates and family
members (which includes each of the Reporting Persons), to vote together as a group with respect to certain matters concerning the Issuer (the “Voting Group”), so long as the Voting Group owns a requisite percentage of the Issuer’s total
outstanding common stock. The members of the Voting Group, in the aggregate, hold all of the Issuer’s issued and outstanding Class B common stock, $0.01 par value (the “Class B Common Stock”), as well as an aggregate 3,824,577 shares of Class A
Common Stock as of the date hereof. Each share of Class B Common Stock is entitled to ten votes per share. As a result, when voting together as a group, the Voting Group controls over 90% of the combined voting power of the Issuer and is able to
control any action requiring Issuer shareholder approval. Each member of the Voting Group disclaims voting and dispositive power over the shares of Class A Common Stock and Class B Common Stock held by the other members of the Voting Group.
| Item 2(b). |
Address of the Principal Business Office, or if none, Residence:
|
Mr. Jones and Mr. Caring
c/o Membership Collective Group Inc.
515 W. 20th Street, 5th Floor
New York, NY, 10011
Mr. Burkle, the Yucaipa Funds, Global JV and OA3
c/o The Yucaipa Companies
9130 West Sunset Boulevard
Los Angeles, CA 90069
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 12 of 15 Pages
|
| Item 2(c). |
Citizenship
|
Each of Mr. Jones and Mr. Caring are citizens of the United Kingdom. Mr. Burkle is a citizen of the United States of America. Each of Parallel Fund, Fund II and Fund III is a Delaware limited partnership. Soho Fund
is a Delaware corporation. Global JV is a Cayman Islands limited partnership. OA3 LLC is a Delaware limited liability company.
| Item 2(d). |
Title of Class of Securities
|
Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”)
| Item 2(e). |
CUSIP Number
|
586001109
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
|
Not Applicable.
| Item 4. |
Ownership
|
| Item 4(a) |
Amount beneficially owned:
|
As of December 31, 2022, the Voting Group may be deemed to beneficially own 145,324,962 shares of Class A Common Stock. This amount consists of: (i) 3,209,411 shares of Class A Common Stock held directly by Mr. Jones;
(ii) 8,767,615 shares of Class B Common Stock held directly by Mr. Jones; (iii) 65,145 restricted shares of Class A Common Stock held direct by Mr. Jones that vest on August 25, 2023, subject to Mr. Jones’ continued employment; (iv) 350,021 shares
of Class A Common Stock held directly by Mr. Caring; (v) 41,138,330 shares of Class B Common Stock held directly by Mr. Caring; (iv) 200,000 shares of Class A Common Stock held directly by Mr. Burkle; (vii) 30,897,218 shares of Class B Common Stock
held directly by Parallel Fund; (viii) 46,899,423 shares of Class B Common Stock held directly held by Fund II; (ix) 1,123,325 shares of Class B Common Stock held directly by Fund III; (x) 353,763 shares of Class B Common Stock held directly held
by Soho Fund; (xi) 10,871,215 shares of Class B Common Stock held directly by Global JV; and (xii) 1,449,496 shares of Class B Common Stock held directly by OA3. Each shares of Class B Common Stock is convertible one-for-one into shares of Class A
Common Stock.
| Item 4(b) |
Percent of Class:
|
As of December 31, 2022, the Voting Group may be deemed the beneficial owner of approximately 74.4% of the shares of Class A Common Stock outstanding. This amount includes: (i) 6.2% beneficially owned by Mr. Jones; (ii)
21.3% beneficially owned by Mr. Caring; (iii) 47.0% beneficially owned by Mr. Burkle; (iv) 15.8% beneficially owned by Parallel Fund; (v) 24.0% beneficially owned by Fund II; (vi) 0.6% beneficially owned by Fund III; (vii) 0.2% beneficially owned
by Soho Fund; (viii) 5.6% beneficially owned by Global JV; and (ix) 0.7% beneficially owned by OA3.
The foregoing percentages are calculated based on the sum of (i) 53,722,597 shares of Class A Common Stock outstanding as of December 31, 2022, as provided by the Issuer, and (ii) 141,500,385 shares of Class B Common
Stock held by the Voting Group, which are convertible one-for-one into shares of Class A Common Stock and have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 13 of 15 Pages
|
| Item 4(c) |
Number of shares as to which the Reporting Person has:
|
| (i) |
Sole power to vote or to direct the vote: For each individual Reporting Person, see responses to Item 5 on their respective cover pages
|
| (ii) |
Shared power to vote or to direct the vote: For each individual Reporting Person, see responses to Item 6 on their respective cover pages
|
| (iii) |
Sole power to dispose or to direct the disposition of: For each individual Reporting Person, see responses to Item 7 on their respective cover pages
|
| (iv) |
Shared power to dispose or to direct the disposition of: For each individual Reporting Person, see responses to Item 8 on their respective cover pages
|
The Voting Group may be deemed to have shared voting power over all 145,324,962 shares of Class A Common Stock beneficially owned by the Voting Group.
| Item 5. |
Ownership of Five Percent or Less of a Class
|
Not Applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group
|
Each of Mr. Jones, Mr. Caring, Parallel Fund and Fund II is a party to a Stockholders’ Agreement with the Issuer pursuant to which he/it agreed, on behalf of himself/itself and certain of his/its affiliates and family
members (which includes each of the Reporting Persons), to vote together as a group with respect to certain matters concerning the Issuer (defined herein as the “Voting Group”), so long as the Voting Group owns a requisite percentage of the
Issuer’s total outstanding common stock. The members of the Voting Group, in the aggregate, hold all of the Issuer’s issued and outstanding Class B Common Stock, as well as an aggregate 3,824,577 shares of Class A Common Stock as of the date
hereof. Each share of Class B Common Stock is entitled to ten votes per share. As a result, when voting together as a group, the Voting Group controls over 90% of the combined voting power of the Issuer and is able to control any action requiring
Issuer shareholder approval. Each member of the Voting Group disclaims voting and dispositive power over the shares of Class A Common Stock and Class B Common Stock held by the other members of the Voting Group.
| Item 9. |
Notice of Dissolution of Group
|
Not Applicable.
| Item 10. |
Certification
|
Not Applicable.
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 14 of 15 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
|
Nick Jones
|
|
|
/s/ Nick Jones
|
|
|
Richard Allan Caring
|
|
|
/s/ Richard Allan Caring
|
|
|
Ronald Wayne Burkle
|
|
|
/s/ Ronald Wayne Burkle
|
|
|
Yucaipa American Alliance (Parallel) Fund II, L.P.
|
|
|
Yucaipa American Alliance Fund II, L.P.
|
|
|
Yucaipa American Alliance Fund III, L.P.
|
|
|
Yucaipa Soho Works, Inc.
|
|
|
Global Joint Venture Investment Partners LP
|
|
|
OA3, LLC
|
|
|
By: /s/ Ronald Wayne Burkle
|
|
|
Name: Ronald Wayne Burkle
|
|
|
Title: Controlling Partner
|
|
CUSIP No. 586001109
|
SCHEDULE 13G
|
Page 15 of 15 Pages
|
EXHIBIT INDEX
|
Ex.
|
Page No.
|
|
|
Joint Filing Agreement
|
16
|