Amendment: SEC Form SCHEDULE 13D/A filed by TKO Group Holdings Inc.
$TKO
Services-Misc. Amusement & Recreation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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TKO Group Holdings, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
87256C101 (CUSIP Number) |
Robert Hilton c/o TKO Group Holdings, Inc., 200 Fifth Ave, 7th Floor New York, NY, 10010 (646) 558-8333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 87256C101 |
| 1 |
Name of reporting person
Ariel Emanuel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
66,179.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
TKO Group Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 Fifth Ave., 7th Floor, New York,
NEW YORK
, 10010. | |
Item 1 Comment:
This Amendment No. 6 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on November 24, 2023 (as amended, the "Schedule 13D"), related to the shares of Class A Common Stock, par value $0.00001 per share (the "Class A Common Stock"), of TKO Group Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of this Schedule 13D is hereby amended and supplemented as follows:
On March 24, 2025 (the "Closing Date"), Silver Lake and its affiliates completed the previously announced acquisition (the "Endeavor Acquisition") of Endeavor Group Holdings, Inc. ("Endeavor"), the Issuer's parent company. In connection with the Endeavor Acquisition, on the Closing Date, Endeavor's existing governing body was dissolved and the Reporting Person ceased serving as a member thereof. As a result, the Reporting Person may no longer be deemed to share beneficial ownership of the securities beneficially owned by Endeavor. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. | |
| (b) | The Reporting Person is the record holder of 66,179 shares of Class A Common Stock.
The ownership information presented herein represents beneficial ownership of Class A Common Stock as of March 24, 2025, based upon 81,553,818 shares of Class A Common Stock outstanding as of January 31, 2025.
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| (c) | Other than as described in this Amendment No. 6, the Reporting Person has not effected any transactions with respect to the Class A Common Stock since Amendment No. 5. | |
| (d) | None. | |
| (e) | As of March 24, 2025, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Class A Common Stock of the Issuer as a result of the dissolution of Endeavor's former governing body. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. | ||
| 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.
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