Executive Chairman Whitesell Patrick returned $2,001,918 worth of shares to the company (72,797 units at $27.50) (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) 03/24/2025 | ||||||||||||||||||||||||||
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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 A Common Stock | 03/24/2025 | D(1)(2)(3) | 72,797 | D | $27.5 | 0(4) | I | By The Patrick Whitesell Revocable Trust | ||
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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 Executive Holdco | (5) | 03/24/2025 | C | 595,288 | (5) | (5) | Endeavor Operating Company Units | 595,288 | (5) | 7,917,883(6) | I | The Patrick Whitesell Revocable Trust | |||
| Units of Executive Holdco | (7) | (7) | (7) | Endeavor Operating Company Units | 98,724 | 98,724(6) | I | By The ELW Irrevocable Trust | |||||||
| Units of Executive Holdco | (7) | (7) | (7) | Endeavor Operating Company Units | 98,724 | 98,724(6) | I | By The SCW Irrevocable Trust | |||||||
| Units of Executive Holdco | (7) | (7) | (7) | Endeavor Operating Company Units | 98,724 | 98,724(6) | I | By The EVW Irrevocable Trust | |||||||
| Endeavor Operating Company Units | (8) | 03/24/2025 | C | 595,288 | (5) | (5) | Class A Common Stock | 595,288 | (5) | 3,563,567 | D | ||||
| Endeavor Operating Company Units | (8) | 03/24/2025 | D | 3,563,567 | (8) | (8) | Class A Common Stock | 3,563,567 | (8) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to that certain Agreement and Plan of Merger, dated April 2, 2024 (the "Merger Agreement") by and among the Issuer, Endeavor Manager, LLC ("Manager), Endeavor Operating Company, LLC ("OpCo"), Endeavor Executive Holdco, LLC ("Executive Holdco"), Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC ("PIU Holdco"), Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P. ("Holdco Parent"), Wildcat PubCo Merger Sub, Inc., ("Company Merger Sub"), Wildcat Manager Merger Sub, L.L.C ("Manager Merger Sub"), and Wildcat OpCo Merger Sub, L.L.C. ("OpCo Merger Sub"), (a) OpCo Merger Sub merged with and into OpCo, with OpCo surviving the merger (the "OpCo Merger"), |
| 2. (continued) (b) immediately following the OpCo Merger, Manager Merger Sub merged with and into Manager, with Manager surviving the merger, wholly owned by the Issuer (the "Manager Merger") and (c) immediately following the Manager Merger, Company Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger"), collectively owned, directly or indirectly, by Holdco Parent and certain other entities as described in the Merger Agreement (the "Effective Time"). At the Effective Time, each share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), outstanding immediately prior to the Effective Time, subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes. At the Effective Time, each share of the Issuer's Class X common stock, par value $0.00001 per share, |
| 3. (continued) and Class Y common stock, par value $0.00001 per share, outstanding immediately prior to the effective time of the Merger, was automatically cancelled for no consideration. |
| 4. Reflects a transfer of 72,797 shares of Class A Common Stock to The Patrick Whitesell Revocable Trust that was exempt from reporting. |
| 5. Immediately prior to the effective time of the OpCo Merger, 595,288 limited liability company units of Executive Holdco held by the Reporting Person were exchanged for limited liability company units of OpCo ("OpCo Units") on a 1-for-1 basis. |
| 6. Reflects transfers of 98,724 limited liability company units of Executive Holdco to each of The ELW Irrevocable Trust, The SCW Irrevocable Trust and The EVW Irrevocable Trust that were exempt from reporting. |
| 7. Reflects limited liability company units of Executive Holdco. |
| 8. At the effective time of the OpCo Merger, each outstanding OpCo Units, subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes and certain deferrals to take into account certain terms of the existing OpCo Units. |
| /s/ Robert Hilton, Attorney-in-fact | 03/26/2025 | |
| ** 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. | ||