Statement of Changes in Beneficial Ownership (4)
September 19 2022 - 07:32PM
Edgar (US Regulatory)
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 * Muirhead
Christian |
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 _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Communications Officer |
(Last)
(First)
(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
9/15/2022
|
(Street)
BEVERLY HILLS, CA 90210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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 |
9/15/2022 |
|
C |
|
18425 |
A |
$0.00 |
53786 |
D |
|
Class X Common Stock |
9/15/2022 |
|
D(1) |
|
18425 |
D |
$0.00 |
35361 |
D |
|
Class A Common Stock |
9/15/2022 |
|
C |
|
18425 |
A |
$0.00 |
22773 |
D |
|
Class A Common Stock |
9/15/2022 |
|
S(1) |
|
19502 |
D |
$25.1921 (2) |
3231 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Units of Executive Holdco |
(3) |
9/15/2022 |
|
C |
|
|
18425 |
(3) |
(3) |
Units of Endeavor Operating
Company |
18425 |
$0.00 |
497503 |
D |
|
Units of Endeavor Operating
Company |
(4) |
9/15/2022 |
|
C |
|
18425 |
|
(4) |
(4) |
Class A Common Stock |
18425 |
$0.00 |
53786 |
D |
|
Units of Endeavor Operating
Company |
(4) |
9/15/2022 |
|
C |
|
|
18425 |
(4) |
(4) |
Class A Common Stock |
18425 |
$0.00 |
35361 |
D |
|
Explanation of
Responses: |
(1) |
This Form 4 relates to sales
and redemption that were effected pursuant to a 10b5-1 trading plan
adopted by the reporting person in accordance with Rule 10b5-1 of
the Securities Exchange Act of 1934, as amended. Such redemption
involved an exchange of common units issued by Endeavor Executive
Holdco, LLC and Endeavor Executive PIU Holdco, LLC for an equal
number of limited liability company units of Endeavor Operating
Company, LLC ("OpCo Units") and paired shares of Class X Common
Stock of the Issuer, and subsequently an exchange of such OpCo
Units and shares of Class X Common Stock for an equal number of
shares of Class A Common Stock. The disposition of Class X Common
Stock reported reflects the cancellation for no consideration of a
number of shares of Class X Common Stock upon the exchange of an
equal number of OpCo Units. |
(2) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $24.83 to $25.37. The reporting
person undertakes to provide the Issuer, any security holder of the
Issuer, or the staff of the Securities and Exchange Commission,
upon request, full information regarding the number of shares sold
at each separate price within the range set forth in this
footnote. |
(3) |
Each of the units is
exchangeable on a 1-for-1 basis for OpCo Units and an equal number
of paired shares of Class X Common Stock of the Issuer. |
(4) |
The 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. Upon exchange, an
equal number of shares of Class X Common Stock will automatically
be cancelled. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Muirhead Christian
9601 WILSHIRE BOULEVARD, 3RD FLOOR
BEVERLY HILLS, CA 90210 |
|
|
Chief Communications Officer |
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Signatures
|
/s/ Robert Hilton,
Attorney-in-fact |
|
9/19/2022 |
**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 control number. |
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