SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

BURKLE RONALD W

(Last)

(First)

(Middle)

C/O SOHO HOUSE & CO INC.

515 W. 20TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Soho House & Co Inc. [ SHCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Exec. Chairman; See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	08/15/2025		P⁽²⁾⁽³⁾		4,400,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	4,400,000	$6⁽²⁾⁽³⁾	4,400,000	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	30,897,218		30,897,218	I⁽⁴⁾	By Yucaipa American Alliance (Parallel) Fund II, L.P.⁽⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	46,899,423		46,899,423	I⁽⁴⁾	By Yucaipa American Alliance Fund II, L.P.⁽⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,123,325		1,123,325	I⁽⁴⁾	By Yucaipa American Alliance III, L.P.⁽⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	353,763		353,763	I⁽⁴⁾	By Yucaipa Soho Works, Inc.⁽⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	10,871,215		10,871,215	I⁽⁵⁾	By Global Joint Ventures Investment Partnership⁽⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	5,000,000		1,449,496	I⁽⁶⁾	By OA3, LLC⁽⁶⁾

Explanation of Responses:

1. Each holder of the Issuer's shares of Class B common stock has the right to convert its shares of Class B common stock for shares of Class A common stock on a one-for-one basis at any time upon notice to the Issuer. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon transfer to any non-permitted holder of Class B common stock.

2. These 4.4 million shares of Class B common stock ("Subject Shares") were purchased for an aggregate purchase price of $26,400,000, or $6.00 per share (the "Purchase Price"), in a private transaction pursuant to the terms of a purchase agreement dated August 15, 2025, between the Reporting Person and Nick Jones, each of whom is a permitted holder of Class B common stock. In addition to the payment of the Purchase Price, the Reporting Person agreed that, in the event the merger pursuant to the Merger Agreement entered into by the Issuer on August 15, 2025 (the "Merger") is consummated within twelve months of the closing of the sale of the Subject Shares, the Reporting Person will pay or transfer to Mr. Jones within 30 days following the consummation of the Merger, an amount equal to 50% of the difference between the price per share cash consideration paid in the Merger and the Purchase Price (the "Additional Payment").

3. Based on the $9.00 per share price set forth in the Merger Agreement, the Reporting Person would pay Mr. Jones an additional $6,600,000, or $1.50 per Subject Share, if the Additional Payment becomes payable.

4. The Reporting Person is the controlling partner of an affiliate of The Yucaipa Companies, LLC and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

5. The Reporting Person is the controlling partner of an affiliate of Global Joint Venture Investment Partners LP and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

6. The Reporting Person is the controlling partner of an affiliate of OA3, LLC and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

Remarks:

Each of Nick Jones, Richard Caring, Ron Burkle and The Yucaipa Companies, LLC (and, in each case, certain affiliates and family members) have agreed to vote together as a group with respect to certain matters (the "Voting Group") pursuant to the provisions of a Stockholders' Agreement between each member of the Voting Group and the Issuer, so long as the Voting Group owns a requisite percentage of the Issuer's total outstanding common stock. The Voting Group holds all of the Issuer's issued and outstanding Class B common stock and, as a result, when voting together as a group, controls over 90% of the combined voting power of the Issuer and is able to control any action requiring Issuer shareholder approval. In addition, as a result of the arrangements in connection with the Merger, the Reporting Persons could be deemed to be a "group" with parties to the agreements related to the Merger.

	/s/ Benedict Nwaeke, attorney-in-fact for Ronald W. Burkle	08/18/2025
	** 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).
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