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    Amendment: SEC Form SC 13G/A filed by TKO Group Holdings Inc.

    11/14/24 7:44:25 PM ET
    $TKO
    Services-Misc. Amusement & Recreation
    Consumer Discretionary
    Get the next $TKO alert in real time by email
    SC 13G/A 1 d913117dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    SCHEDULE 13G

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No. 1)*

     

     

    TKO Group Holdings, Inc.

    (Name of Issuer)

    Class A Common Stock, par value $0.00001 per share

    (Title of Class of Securities)

    87256C101

    (CUSIP Number)

    September 30, 2024

    (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).

     

     

     


     1.   

     Names of Reporting Persons

     

     Vincent K. McMahon

     2.  

     Check The Appropriate Box if a Member of a Group (See Instructions)

     

     (a) ☐  (b) ☐

     3.  

     SEC Use Only

     

     4.  

     Citizenship or Place of Organization

     

     United States

    Number of

    Shares Beneficially 

    Owned By

    Each

    Reporting

    Person

    With

       5.   

     Sole Voting Power

     

     8,021,405

       6.  

     Shared Voting Power

     

     0

       7.  

     Sole Dispositive Power

     

     8,021,405

       8.  

     Shared Dispositive Power

     

     0

     9.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     8,021,405

    10.  

     Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

     

     ☐

    11.  

     Percent of Class Represented By Amount in Row (9)

     

     9.88%(1)

    12.  

     Type of Reporting Person (See Instructions)

     

     IN

     

    (1)

    Calculated assuming 81,149,701 shares of Class A Common Stock outstanding as of October 31, 2024, as reported on the Issuer’s Form 10-K filed November 6, 2024.


    Item 1(a).

    Name of Issuer

    TKO Group Holdings, Inc. (the “Issuer”)

     

    Item 1(b).

    Address of the Issuer’s Principal Executive Offices

    200 Fifth Ave., 7th Floor

    New York, NY 10010

     

    Item 2(a).

    Names of Persons Filing

    This statement is filed by the Vincent K. McMahon, referred to herein as the “Reporting Person.”

     

    Item 2(b).

    Address of the Principal Business Office, or if none, Residence

    c/o McMahon Ventures

    1055 Washington Blvd

    Stamford, CT 06901

     

    Item 2(c).

    Citizenship

    See response to Item 4 on the cover page.

     

    Item 2(d).

    Title of Class of Securities

    Class A Common Stock, par value $0.00001 per share

     

    Item 2(e).

    CUSIP Number

    87256C101

     

    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

     

      (a)

    Amount beneficially owned:

    See response to Item 9 on the cover page.

     

      (b)

    Percent of Class:

    See response to Item 11 on the cover page.

     

      (c)

    Number of shares as to which the Reporting Person has:

     

      (i)

    Sole power to vote or to direct the vote:

    See response to Item 5 on the cover page.

     

      (ii)

    Shared power to vote or to direct the vote:

    See response to Item 6 on the cover page.

     

      (iii)

    Sole power to dispose or to direct the disposition of:

    See response to Item 7 on the cover page.

     

      (iv)

    Shared power to dispose or to direct the disposition of:

    See response to Item 8 on the cover page.


    The filing of this Statement shall not be construed as an admission that the Reporting Person, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

     

    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

    Not Applicable.

     

    Item 9.

    Notice of Dissolution of Group

    Not Applicable.

     

    Item 10.

    Certification

    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: November 14, 2024

     

    By:  

    /s/ Vincent K. McMahon

    Name: Vincent K. McMahon
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