Filing Details

1

NAME OF REPORTING PERSON

Pelham Capital Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

England and Wales

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

6,364,506

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

6,364,506

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,364,506

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.4% (1)

12

TYPE OF REPORTING PERSON

CO

1

NAME OF REPORTING PERSON

Ross Turner

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

6,364,506

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

6,364,506

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,364,506

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.4% (1)

12

TYPE OF REPORTING PERSON

IN

ITEM 1(a).

NAME OF ISSUER:

Membership Collective Group Inc. (the "Issuer")

ITEM 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

180 Strand, London, WC2R 1EA, United Kingdom

ITEM 2(a).

NAME OF PERSON FILING:

Pelham Capital Ltd

Ross Turner

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Pelham Capital Ltd

Smithson Plaza

14th Floor

25 St. James's Street

London SW1A 1HA

United Kingdom

ITEM 2(c).

CITIZENSHIP:

Pelham Capital Ltd - England and Wales

Ross Turner - United Kingdom

ITEM 2(d).

TITLE OF CLASS OF SECURITIES:

Class A Common Stock, par value $0.01 per share ("Class A Common Stock")

ITEM 2(e).

CUSIP NUMBER:

586001109

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:

(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g) [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [X] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: investment adviser regulated by the UK's Financial Conduct Authority.

ITEM 4.

OWNERSHIP:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned as of December 31, 2021:

Pelham Capital Ltd - 6,364,506

Ross Turner - 6,364,506

(b)

Percent of class as of December 31, 2021:

Pelham Capital Ltd - 10.4%

Ross Turner - 10.4%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Pelham Capital Ltd - 6,364,506

Ross Turner - 6,364,506

(ii) Shared power to vote or to direct the vote:

Pelham Capital Ltd - 0

Ross Turner - 0

(iii) Sole power to dispose or to direct the disposition of:

Pelham Capital Ltd - 6,364,506

Ross Turner - 6,364,506

(iv) Shared power to dispose or to direct the disposition of:

Pelham Capital Ltd - 0

Ross Turner - 0

As of December 31, 2021, Pelham Long/Short Small Cap Master Fund Ltd ("Pelham Small Cap Master") directly held 6,364,506 shares of the Issuer's Class A Common Stock. Pelham Capital Ltd (the "Investment Manager") is the investment manager of Pelham Small Cap Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Pelham Small Cap Master, by both Pelham Small Cap Master and Pelham Capital Management Limited, the manager of Pelham Small Cap Master. Ross Turner, the Chief Investment Officer of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Pelham Small Cap Master.

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 five percent of the class of securities, check the following [   ].

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

As disclosed in Item 4 of this Schedule 13G, Pelham Small Cap Master directly holds 6,364,506 shares of the Issuer's Class A Common Stock. Certain feeder funds that invest in Pelham Small Cap Master may have the right to receive dividends from, and proceeds from, the sale of the Class A Common Stock directly held by Pelham Small Cap Master.

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:

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

ITEM 10.

CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisers is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution. I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

PELHAM CAPITAL LTD

By:

Name:

Fergus Lee

Title:

Compliance Officer

ROSS TURNER

PELHAM CAPITAL LTD

By:

Name:

Fergus Lee

Title:

Compliance Officer

ROSS TURNER