Sec Form 13G Filing - YUCAIPA AMERICAN ALLIANCE FUND II LP filing for SOHO HOUSE & CO INC. (SHCO) - 2024-02-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

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(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

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Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

* 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 Pages 15

Exhibit Index: Page 15

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(1)	Includes (i) 1,274,556 shares of Class A Common Stock (as defined herein) directly held by the reporting person and (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.

(2)

Calculated based on the sum of (i) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

1	NAMES OF REPORTING PERSONS
	Richard Allan Caring
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			41,512,104 (1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			41,512,104 (1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,512,104 (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)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	Includes (i) 373,774 shares of Class A Common Stock directly held by the reporting person and (2) 41,138,330 shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.

(2)

Calculated based on the sum of (i) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

(1)	Includes 91,594,440 shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.

(2)

Calculated based on the sum of (i) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

(1)	Represents shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.

(2)

Calculated based on the sum of (i) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

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, which are convertible one-for-one into shares of Class A Common Stock.

(2)

Calculated based on the sum of (i) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

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, which are convertible one-for-one into shares of Class A Common Stock.

(2)

Calculated based on the sum of (i) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

(1)	Represents shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.

(2)

Calculated based on the sum of (i) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

(1)	Represents shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.

(2)

Calculated based on the sum of (i) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

(1)	Represents shares of Class B Common Stock, which are convertible one-for-one into shares of Class A Common Stock.

(2)

Calculated based on the sum of (i) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

Soho House & Co Inc. (the “Issuer”)

515 W. 20th Street, 5th Floor

New York, NY 10011

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

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 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 1,848,330 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.

c/o Soho House & Co Inc.

515 W. 20th Street, 5th Floor

New York, NY 10011

c/o The Yucaipa Companies

9130 West Sunset Boulevard

Los Angeles, CA 90069

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.

Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”)

586001109

Not Applicable.

As of December 31, 2023, the Voting Group may be deemed to beneficially own 143,348,715 shares of Class A Common Stock. This amount consists of: (i) 1,274,556 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) 373,774 shares of Class A Common Stock held directly by Mr. Caring; (iv) 41,138,330 shares of Class B Common Stock held directly by Mr. Caring; (v) 200,000 shares of Class A Common Stock held directly by Mr. Burkle; (vi) 30,897,218 shares of Class B Common Stock held directly by Parallel Fund; (vii) 46,899,423 shares of Class B Common Stock held directly held by Fund II; (viii) 1,123,325 shares of Class B Common Stock held directly by Fund III; (ix) 353,763 shares of Class B Common Stock held directly held by Soho Fund; (x) 10,871,215 shares of Class B Common stock held directly by Global JV; and (xi) 1,449,496 shares of Class B Common Stock held directly by OA3. Each share of Class B common stock is convertible into one share of Class A Common Stock.

Item 4(b)

Percent of Class:

As of December 31, 2023, the Voting Group may be deemed the beneficial owner of 73.4% of the shares of Class A Common Stock outstanding. This amount includes: (i) 5.1% 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) 53,741,731 shares of Class A Common Stock outstanding as of December 31, 2023, 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.

(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

Not Applicable.

Not Applicable.

Not Applicable.

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 1,848,330 shares of Class A Com mon Stock as of the date hereof. Each share of Class A Common Stock is entitled to one vote per share, and 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.

Not Applicable.

Not Applicable.

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 9, 2024

EXHIBIT INDEX