Statement of Changes in Beneficial Ownership (4)
May 13 2022 - 07:02PM
Edgar (US Regulatory)
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FORM 4
[ ] 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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Endeavor Executive Holdco,
LLC |
2. Issuer Name and Ticker or Trading
Symbol Endeavor Group Holdings, Inc. [ EDR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/3/2022
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(Street)
BEVERLY HILLS, CA 90210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
5/3/2022 |
|
D(1) |
|
115949 |
D |
$0.00 |
31899529 |
D |
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|
Class Y Common Stock |
5/3/2022 |
|
D(1) |
|
115949 |
D |
$0.00 |
31899529 |
D |
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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 Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
(2) |
5/3/2022 |
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J (3) |
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|
99550 |
(2) |
(2) |
Class A Common Stock |
99550 |
$0.00 |
28609629 |
D |
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|
Profits Units |
(4) |
5/3/2022 |
|
J (3) |
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|
16399 |
(4) |
(4) |
Endeavor Operating Company
Units |
593 |
$0.00 |
3289900 |
D |
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| Explanation of
Responses: |
| (1) |
This Form 4 relates to the
redemption of common units and exchange of profits units issued by
Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco,
LLC to a former employee of the Issuer or its subsidiaries in
accordance with the limited liability company agreements of
Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco,
LLC. None of the transactions reported herein involve a sale of
Class A Common Stock by the Reporting Persons or any executive
officer or director of the Issuer. 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 of
Endeavor Operating Company, LLC ("OpCo Units"). |
| (2) |
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. |
| (3) |
This Form 4 relates to the
redemption of common units and exchange of profits units issued by
Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco,
LLC to a former employee of the Issuer or its subsidiaries in
accordance with the limited liability company agreements of
Endeavor Executive Holdco, LLC and Endeavor Executive PIU Holdco,
LLC. In connection with such redemption and exchange, Endeavor
Executive Holdco, LLC and Endeavor Executive PIU Holdco, LLC
distributed OpCo Units and profits units of Endeavor Operating
Company, LLC to the former employee in redemption of corresponding
equity interests that such person held in Endeavor Executive
Holdco, LLC and Endeavor Executive PIU Holdco, LLC. None of the
transactions reported herein involve a sale of Class A Common Stock
by the Reporting Persons or any executive officer or director of
the Issuer. |
| (4) |
Each profits unit of
Endeavor Operating Company, LLC represents the right to receive a
fractional number of OpCo Units and an equal number of paired
shares of Class X Common Stock of the Issuer equal to the
difference between the fair market value of the limited liability
company units of Endeavor Operating Company, LLC and the applicable
grant price divided by the fair market value of a limited liability
company unit at the time of redemption. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
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|
Director |
10% Owner |
Officer |
Other |
Endeavor Executive Holdco, LLC
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA 90210 |
|
X |
|
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Endeavor Executive PIU Holdco, LLC
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA 90210 |
|
X |
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Endeavor Executive II Holdco, LLC
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA 90210 |
|
X |
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Signatures
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Endeavor Executive Holdco, LLC, By: /s/ Robert
Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel
Emanuel, Manager |
|
5/13/2022 |
| **Signature of Reporting
Person |
Date |
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Endeavor Executive PIU Holdco, LLC, By: /s/
Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for
Ariel Emanuel, Manager |
|
5/13/2022 |
| **Signature of Reporting
Person |
Date |
|
Endeavor Executive II Holdco, LLC, By: /s/ Robert
Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel
Emanuel, Manager |
|
5/13/2022 |
| **Signature of Reporting
Person |
Date |
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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 control number. |
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