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Filing Details

Accession Number:: 0000899243-23-018557
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-08-28 21:05:18
Reporting Period:: 2023-08-24

Accepted Time:: 2023-08-28 21:05:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1766363	Endeavor Group Holdings Inc.	EDR	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1531362	Patrick Whitesell	9601 Wilshire Boulevard, 3Rd Floor Beverly Hills CA 90210	Executive Chairman	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class X Common Stock	Disposition	2023-08-24	150,000	$0.00	28,936,292	No	4	D	Indirect	See footnote
Class Y Common Stock	Disposition	2023-08-24	150,000	$0.00	28,936,292	No	4	D	Indirect	See footnote
Class X Common Stock	Disposition	2023-08-25	25,000	$0.00	28,911,292	No	4	D	Indirect	See footnote
Class Y Common Stock	Disposition	2023-08-25	25,000	$0.00	28,911,292	No	4	D	Indirect	See footnote
Class A Common Stock	Acquisiton	2023-08-25	129,594	$0.00	129,594	No	4	A	Direct
Class A Common Stock	Disposition	2023-08-28	56,797	$24.13	72,797	No	4	S	Direct
Class X Common Stock	Disposition	2023-08-28	165,000	$0.00	28,746,292	No	4	D	Indirect	See footnote
Class Y Common Stock	Disposition	2023-08-28	165,000	$0.00	28,746,292	No	4	D	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Indirect	See footnote
No	4	D	Indirect	See footnote
No	4	D	Indirect	See footnote
No	4	D	Indirect	See footnote
No	4	A	Direct
No	4	S	Direct
No	4	D	Indirect	See footnote
No	4	D	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Endeavor Operating Company Units	Disposition	2023-08-24	150,000	$0.00	150,000	$0.00
Class A Common Stock	Endeavor Operating Company Units	Disposition	2023-08-25	25,000	$0.00	25,000	$0.00
Class A Common Stock	Endeavor Operating Company Units	Disposition	2023-08-28	165,000	$0.00	165,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
25,643,110	No	4	J	Indirect
25,618,110	No	4	J	Indirect
25,453,110	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class X Common Stock	8,928,168	Direct
Class Y Common Stock	8,928,168	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Endeavor Operating Company Units	$0.00			2,968,279	2,968,279	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	2,968,279	2,968,279	Direct

Footnotes

This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to certain executive equityholders in accordance with the limited liability company agreement of Endeavor Executive Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person or any other executive officer or director of the Issuer (other than by Ariel Emanuel, in connection with the redemption of his common units). 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 ("OpCo Units") of Endeavor Operating Company, LLC ("OpCo").
Represents securities held by Endeavor Executive Holdco, LLC, Endeavor Executive PIU Holdco, LLC and Endeavor Executive II Holdco, LLC, which are managed by a board of directors composed of the Reporting Person and Ariel Emanuel.
Represents a grant of fully-vested restricted stock units ("RSUs"), which was made by the Issuer to the Reporting Person in connection with OpCo imposing a limitation on the tax distributions that otherwise would have been payable by OpCo to its members that resulted in the Reporting Person, in its capacity as a member of OpCo, not receiving tax distributions from OpCo sufficient to cover the estimated amount of tax attributable to the Reporting Person's interest in EOC (determined in a manner consistent with the operating agreement of OpCo). Each RSU represents one share of the Issuer's Class A Common Stock.
Pursuant to the award agreement, shares were sold automatically to cover taxes in connection with the vesting of the RSUs.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.0250 to $24.24. 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.
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.
This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to certain executive equityholders in accordance with the limited liability company agreement of Endeavor Executive Holdco, LLC. In connection with such redemption, Endeavor Executive Holdco, LLC distributed OpCo Units of Endeavor Operating Company, LLC to the equityholder in redemption of corresponding equity interests that such person held in Endeavor Executive Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person or any other executive officer or director of the Issuer (other than by Ariel Emanuel, in connection with the redemption of his common units).