Large owner Endeavor Executive Holdco, Llc returned 44,277 units of Class X Common Stock to the company and returned 44,277 units of Class Y Common Stock to the company, decreasing direct ownership by 0.16% to 27,454,173 units (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) 12/03/2024 | ||||||||||||||||||||||||||
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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 | 12/03/2024 | D(1) | 44,277 | D | $0 | 27,454,173 | D | |||
| Class Y Common Stock | 12/03/2024 | D(1) | 44,277 | D | $0 | 27,454,173 | 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 | ||||||||
| Profits Units | (2) | 12/03/2024 | J(3) | 44,277 | (2) | (2) | Endeavor Operating Company Units | 10,633 | $0 | 3,229,224 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 relates to the exchange of profits units issued by Endeavor Executive PIU Holdco, LLC to a non-executive equityholder in accordance with the limited liability company agreement of Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person. 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 profits units issued by Endeavor Executive PIU Holdco, LLC. |
| 2. Each profits unit of Endeavor Operating Company, LLC represents the right to receive a fractional number of limited liability company units of Endeavor Operating Company, LLC ("OpCo Units") and an equal number of paired shares of Class X Common Stock and Class Y Common Stock of the Issuer equal to the difference between the fair market value of the OpCo Units and the applicable grant price divided by the fair market value of a limited liability company unit at the time of redemption. |
| 3. This Form 4 relates to the exchange of profits units issued by Endeavor Executive PIU Holdco, LLC to a non-executive equityholder in accordance with the limited liability company agreement of Endeavor Executive PIU Holdco, LLC. In connection with such exchange, Endeavor Executive PIU Holdco, LLC distributed profits units of Endeavor Operating Company, LLC to the equityholder in redemption of corresponding equity interests that such persons held in Endeavor Executive PIU Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person. |
| Endeavor Executive Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager | 12/05/2024 | |
| Endeavor Executive PIU Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager | 12/05/2024 | |
| Endeavor Executive II Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager | 12/05/2024 | |
| ** 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. | ||