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

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

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Pivotal Research Group reiterated coverage on TKO Group Holdings with a new price target

TKO Group Holdings downgraded by The Benchmark Company

Pivotal Research Group initiated coverage on TKO Group Holdings with a new price target

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

Large owner Silver Lake West Holdco, L.P. bought $146,240,760 worth of shares (1,642,970 units at $89.01) (SEC Form 4)

Chief Executive Officer Emanuel Ariel converted options into 97,040 shares and covered exercise/tax liability with 49,197 shares, increasing direct ownership by 382% to 60,374 units (SEC Form 4)

Officer Shapiro Mark S converted options into 60,651 shares and sold $3,560,544 worth of shares (31,026 units at $114.76), increasing direct ownership by 236% to 42,156 units (SEC Form 4)

This live feed shows all institutional transactions in real time.

11/8/24 7:00:28 PM ET

$TKO

Services-Misc. Amusement & Recreation

Consumer Discretionary

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SC 13G/A 1 d881758dsc13ga.htm SC 13G/A SC 13G/A

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

TKO Group Holdings, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value 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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No. 87256C101		Schedule 13G		Page 1 of 10


CUSIP No. 87256C101		Schedule 13G		Page 2 of 10


CUSIP No. 87256C101		Schedule 13G		Page 3 of 10


CUSIP No. 87256C101		Schedule 13G		Page 4 of 10


CUSIP No. 87256C101		Schedule 13G		Page 5 of 10


CUSIP No. 87256C101		Schedule 13G		Page 6 of 10


CUSIP No. 87256C101		Schedule 13G		Page 7 of 10

ITEM 1.

(a) Name of Issuer:

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

(b) Address of Issuer’s Principal Executive Offices:

200 Fifth Ave, 7th Floor

New York, NY 10010

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Endeavor Group Holdings, Inc. (“Endeavor”);

Endeavor Manager, LLC;

Endeavor Operating Company, LLC (“EOC”);

January Capital HoldCo, LLC (“January HoldCo”);

January Capital Sub, LLC (“January Sub”); and

WME IMG, LLC (“WME IMG”).

(b) Address of Principal Business Office:

The business address of each of the Reporting Persons is 9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210.

(c) Citizenship of each Reporting Person is:

Each of the Reporting Persons is an entity organized under the laws of the State of Delaware.

(d) Title of Class of Securities:

Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”).

(e) CUSIP Number:

87256C101

ITEM 3.

Not applicable.


CUSIP No. 87256C101		Schedule 13G		Page 8 of 10

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock as of the date of this filing, based upon 81,146,843 shares of Class A Common Stock outstanding as of September 30, 2024.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Endeavor Group Holdings, Inc.		91,259,861		53.4	%		0		91,259,861		0		91,259,861
Endeavor Manager, LLC		91,259,861		53.4	%		0		91,259,861		0		91,259,861
Endeavor Operating Company, LLC		91,259,861		53.4	%		0		91,259,861		0		91,259,861
January Capital HoldCo, LLC		7,662,799		8.6	%		0		7,662,799		0		7,662,799
January Capital Sub, LLC		6,542,033		7.5	%		0		6,542,033		0		6,542,033
WME IMG, LLC		1,642,970		2.0	%		0		1,642,970		0		1,642,970

EOC is the record holder of 75,412,059 common units (“TKO OpCo Units”) of TKO Operating Company, LLC (“TKO OpCo”), January HoldCo is the record holder of 7,662,799 TKO OpCo Units, and January Sub is the record holder of 6,542,033 TKO OpCo Units. Subject to the terms of the operating agreement of TKO OpCo, the TKO OpCo Units may be redeemed for shares of Class A Common Stock on a one-for-one basis. In addition, WME IMG, LLC (“WME IMG”) is the record holder of 1,642,970 shares of Class A Common Stock. The ownership information presented herein represents beneficial ownership of the Class A Common Stock as of the date of this filing, based upon 81,146,843 shares of Class A Common Stock outstanding as of September 30, 2024, as reflected in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 6, 2024.

Endeavor is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the sole member of January HoldCo and January Sub (EOC, January HoldCo and January Sub, collectively, the “EDR Subscribers”). WME IMG is an indirect subsidiary of Endeavor. As a result, Endeavor may be deemed to beneficially own the securities held of record by the EDR Subscribers or WME IMG.

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.


CUSIP No. 87256C101		Schedule 13G		Page 9 of 10

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.


CUSIP No. 87256C101		Schedule 13G		Page 10 of 10

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.

Date: November 8, 2024


Endeavor Group Holdings, Inc.

By:		/s/ Jason Lublin
Name:		Jason Lublin
Title:		Chief Financial Officer

Endeavor Manager, LLC

By:		/s/ Jason Lublin
Name:		Jason Lublin
Title:		Chief Financial Officer

Endeavor Operating Company, LLC

By:		/s/ Jason Lublin
Name:		Jason Lublin
Title:		Chief Financial Officer

January Capital HoldCo, LLC

By:		/s/ Jason Lublin
Name:		Jason Lublin
Title:		Authorized Signatory

January Capital Sub, LLC

By:		/s/ Jason Lublin
Name:		Jason Lublin
Title:		Authorized Signatory

WME IMG, LLC

By:		/s/ Jason Lublin
Name:		Jason Lublin
Title:		Authorized Signatory

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Recent Analyst Ratings for

$TKO

Date	Price Target	Rating	Analyst
11/7/2024	$140.00 → $145.00	Buy	Pivotal Research Group
10/24/2024		Buy → Hold	The Benchmark Company
9/13/2024	$170.00	Buy	Pivotal Research Group
8/20/2024	$100.00 → $140.00	Buy	BofA Securities
7/18/2024	$129.00	Buy	Redburn Atlantic
5/15/2024	$92.00 → $127.00	Hold → Buy	TD Cowen
3/15/2024	$100.00	Buy	BofA Securities
3/7/2024	$102.00	Buy	Goldman

More analyst ratings

Names of Reporting Persons

Endeavor Group Holdings, Inc.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware