Sec Form 13G Filing - Third Point LLC filing for SOHO HOUSE & CO INC. (SHCO) - 2023-02-10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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 the 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 (the “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).

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This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed with respect to the Class A Common Stock, par value $0.01 per share ("Common Stock") of Membership Collective Group Inc. (the “Issuer”), to amend the Schedule 13G filed by the Reporting Persons on February 14, 2022 (the “Schedule 13G”). This Amendment No. 1 is being filed to report changes in the number of shares of Common Stock beneficially owned by the Reporting Persons and to report that the Reporting Persons no longer beneficially own more than 5 percent of the Common Stock. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13G.

Item 1(a): Name of Issuer:

Membership Collective Group Inc.

Item 1(b): Address of Issuer's Principal Executive Offices:

The Issuer's principal executive offices are located at 180 Strand, London, WC2R 1EA, United Kingdom.

Item 2(d): Title of Class of Securities:

Class A Common Stock, par value $0.01 per share.

Item 2(e): CUSIP Number:

586001109.

Item 4: Ownership:

A. Third Point LLC

(a) Amount beneficially owned: -0-

(b) Percent of class: 0.0%.  The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 56,081,537 shares of Common Stock issued and outstanding as of November 14, 2022, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended October 2, 2022, as filed with the U.S. Securities and Exchange Commission on November 16, 2022.

(c) Number of shares as to which such person has:

B. Daniel S. Loeb

(a) Amount beneficially owned: -0-

(b) Percent of class: 0.0%.  The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 56,081,537 shares of Common Stock issued and outstanding as of November 14, 2022, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended October 2, 2022, as filed with the U.S. Securities and Exchange Commission on November 16, 2022.

(c) Number of shares as to which such person has:

Item 5: Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☒

Item 10: Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Signatures on following page]

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 10, 2023

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