New insider Troluce Capital Advisors Llc claimed ownership of 35,550,000 shares (SEC Form 3)
$EDR
Services-Misc. Amusement & Recreation
Consumer Discretionary
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/17/2025 |
3. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock(1) | 26,550,000 | I | By: Troluce Special Opportunities II, LP(2) |
| Class A Common Stock(1) | 9,000,000 | I | By: Troluce Nexus Fund LP(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Put Option (Right to Sell) | (3) | 02/21/2025 | Class A Common Shares | 11,000,000 | $25 | I | By: Troluce Special Opportunities II, LP(2) |
| Put Option (Right to Sell) | (3) | 02/21/2025 | Class A Common Shares | 3,650,000 | $25 | I | By: Troluce Nexus Fund LP(2) |
| Put Option (Right to Sell) | (3) | 03/21/2025 | Class A Common Shares | 9,500,000 | $25 | I | By: Troluce Special Opportunities II, LP(2) |
| Put Option (Right to Sell) | (3) | 03/21/2025 | Class A Common Shares | 5,350,000 | $25 | I | By: Troluce Nexus Fund LP(2) |
| Explanation of Responses: |
| 1. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities of the Issuer it does not directly own. |
| 2. The Reporting Person is the investment manager of Troluce Special Opportunities II, LP and Troluce Nexus Fund LP. Jared R. Dubin is the managing member of the Reporting Person. By virtue of these relationships, the Reporting Person may be deemed to beneficially own the securities of the issuer owned directly by the Funds, and Mr. Dubin may be deemed to beneficially own the securities of the issuer beneficially owned by the Reporting Person. |
| 3. Options exercisable at any time prior to the expiration date. |
| s/ Jared R. Dubin, Managing Member, Troluce Capital Advisors, LLC | 01/27/2025 | |
| ** 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 5 (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. | ||