Statement of Changes in Beneficial Ownership (4)
14 May 2022 - 9:02AM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
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Emanuel Ariel |
2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc.
[
EDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2022 |
(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)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class X Common Stock | 5/3/2022 | | D(1) | | 115949 | D | $0.00 | 31899529 | I | See footnote (2) |
Class Y Common Stock | 5/3/2022 | | D(1) | | 115949 | D | $0.00 | 31899529 | I | See footnote (2) |
Class X Common Stock | | | | | | | | 10153217 | D | |
Class Y Common Stock | | | | | | | | 10153217 | D | |
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 | (3) | 5/3/2022 | | J (4) | | | 99550 | (3) | (3) | Class A Common Stock | 99550 | $0.00 | 28609629 | I | See footnote (2) |
Profits Units | (5) | 5/3/2022 | | J (4) | | | 16399 | (5) | (5) | Endeavor Operating Company Units | 593 | $0.00 | 3289900 | I | See footnote (2) |
Endeavor Operating Company Units | (3) | | | | | | | (3) | (3) | Class A Common Stock | 4193328 | | 4193328 | D | |
Profits Units | (5) | | | | | | | (5) | (5) | Endeavor Operating Company Units | 5959889 (5) | | 5959889 | D | |
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 Person or any other 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) | 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 Patrick Whitesell. |
(3) | 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. |
(4) | 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 Person or any other executive officer or director of the Issuer. |
(5) | 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 OpCo Units 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 |
Director | 10% Owner | Officer | Other |
Emanuel Ariel 9601 WILSHIRE BOULEVARD, 3RD FLOOR BEVERLY HILLS, CA 90210 | X | X | Chief Executive Officer |
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Signatures
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/s/ Robert Hilton, Attorney-in-fact | | 5/13/2022 |
**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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