Chief Executive Officer Emanuel Ariel converted options into 177,096 shares, sold $4,973,446 worth of shares (177,096 units at $28.08), returned 177,096 units of Class X Common Stock to the company and returned 177,096 units of Class Y Common Stock to the company (SEC Form 4)
$EDR
Services-Misc. Amusement & Recreation
Consumer Discretionary
| 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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class X Common Stock | 09/20/2024 | D(1) | 27,816 | D | $0 | 27,695,906 | I | See footnote(2) | ||
| Class Y Common Stock | 09/20/2024 | D(1) | 27,816 | D | $0 | 27,695,906 | I | See footnote(2) | ||
| Class A Common Stock | 09/20/2024 | C | 27,816 | A | $0 | 1,859,063 | D | |||
| Class A Common Stock | 09/20/2024 | S(3) | 27,816 | D | $28.01(4) | 1,831,247 | D | |||
| Class X Common Stock | 09/24/2024 | D(1) | 149,280 | D | $0 | 27,546,626 | I | See footnote(2) | ||
| Class Y Common Stock | 09/24/2024 | D(1) | 149,280 | D | $0 | 27,546,626 | I | See footnote(2) | ||
| Class A Common Stock | 09/24/2024 | C | 149,280 | A | $0 | 1,980,527 | D | |||
| Class A Common Stock | 09/24/2024 | S(3) | 149,280 | D | $28.097(5) | 1,831,247 | D | |||
| Class X Common Stock | 10,153,217 | D | ||||||||
| Class Y Common Stock | 10,153,217 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Endeavor Operating Company Units | (6) | 09/20/2024 | C | 27,816 | (6) | (6) | Class A Common Stock | 27,816 | $0 | 24,422,405 | I | See footnote(2) | |||
| Endeavor Operating Company Units | (6) | 09/24/2024 | C | 149,280 | (6) | (6) | Class A Common Stock | 149,280 | $0 | 24,273,125 | I | See footnote(2) | |||
| Endeavor Operating Company Units | (6) | (6) | (6) | Class A Common Stock | 4,193,328 | 4,193,328 | D | ||||||||
| Explanation of Responses: |
| 1. This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to the Reporting Person in accordance with the limited liability company agreement of Endeavor Executive Holdco, LLC. The disposition in Table I reflects the cancellation for no consideration of a number of shares of Class X Common Stock and Class Y Common Stock upon the exchange of an equal number of limited liability company units ("OpCo Units") of Endeavor Operating Company, LLC ("OpCo"). |
| 2. Represents securities held by Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC and Endeavor Executive II Holdco, LLC, which are managed by a board of directors composed of the Reporting Person and Patrick Whitesell. |
| 3. This Form 4 relates to sales and redemption that were effected pursuant to a Rule 10b5-1 trading plan adopted on August 31, 2023 by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Such redemption involved an exchange of common units issued by Endeavor Executive Holdco, LLC for an equal number of limited liability company units of Endeavor Operating Company, LLC ("OpCo Units") and paired shares of Class X and Class Y Common Stock of the Issuer, and subsequently an exchange of such OpCo Units and shares of Class X and Class Y Common Stock for an equal number of shares of Class A Common Stock. The disposition of Class X and Class Y Common Stock reported reflects the cancellation for no consideration of a number of shares of Class X and Class Y Common Stock upon the exchange of an equal number of OpCo Units. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.03. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.225. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. OpCo Units are exchangeable by the holder on a 1-for-1 basis for, at the option of the Issuer, (i) a share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) subject to certain conditions, an equivalent amount of cash. |
| /s/ Robert Hilton, Attorney-in-fact | 09/24/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||