Director Durban Egon bought 468,105 units of Class Y Common Stock (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). | |||||||||||||||||
| 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) 09/06/2024 | ||||||||||||||||||||||||||
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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 Y Common Stock(6) | 09/06/2024 | P(1) | 468,105(2) | A | (1) | 82,138,074(1) | I | Held through Silver Lake West HoldCo, L.P.(3)(5) | ||
| Class Y Common Stock(6) | 87,254,147 | I | Held through Silver Lake West HoldCo II, L.P.(4)(5) | |||||||
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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 | ||||||||
| Units of Endeavor Operating Company(7) | (7) | 09/06/2024 | P(1) | 468,105(2) | (7) | (7) | Class A Common Stock | 468,105(2) | $27.5(1) | 82,138,074(1) | I | Held through Silver Lake West HoldCo, L.P.(3)(5) | |||
| Explanation of Responses: |
| 1. Represents a purchase by a subsidiary of Silver Lake Group, L.L.C. of certain limited partnership interests in an entity holding limited partnership interests in Silver Lake West Holdco, L.P. ("West HoldCo"), which holds securities of Endeavor Group Holdings, Inc. (the "Issuer") and Endeavor Operating Company, LLC. This transaction did not change the number of securities directly held by West HoldCo or Silver Lake West HoldCo II, L.P. ("West HoldCo II"). However, Mr. Egon Durban, who is a director of the Issuer and is a Co-CEO and Managing Member of Silver Lake Group, L.LC. may be deemed to have acquired additional pecuniary interest in the securities of the Issuer held by West HoldCo. The purchase price of the limited partnership interests was calculated in relevant part using a price per Unit of Endeavor Operating Company, LLC (as described in footnote 7 below) of $27.50. |
| 2. The portion of the securities held by West HoldCo that correspond to the limited partnership interests that were part of the transfer described in footnote (1) above represent approximately 468,105 shares of Class Y common stock of the Issuer and 468,105 Units of Endeavor Operating Company. |
| 3. Represents securities held by West HoldCo. |
| 4. Represents securities held by West HoldCo II. |
| 5. Mr. Egon Durban is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of each of West HoldCo and West HoldCo II. |
| 6. Shares of Class Y common stock of the Issuer have no economic rights and each share of Class Y common stock entitles its holder to 20 votes per share. Each share of Class Y common stock will be automatically canceled/redeemed upon the occurrence of certain transfers of Class A common stock or limited liability company units of Endeavor Operating Company, LLC or Class A common stock received upon exchange of such units and upon certain other events. |
| 7. Units of Endeavor Operating Company represent limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X common stock of the Issuer, which, pursuant to the limited liability company agreement of Endeavor Operating Company, LLC, are together exchangeable by the holder on a one-for-one 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. Shares of Class X common stock of the Issuer have no economic rights and each share of Class X common stock entitles its holder to 1 vote per share. |
| Remarks: |
| This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Person is the beneficial owner of any equity securities in excess of his pecuniary interests, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. Exhibit 24 - Power of Attorney |
| By: /s/ Andrew J. Schader, Attorney-in-fact for Egon Durban | 09/06/2024 | |
| ** 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. | ||