Endeavor Form 4 / Ariel Emanuel ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Emanuel Ariel

(Last)

(First)

(Middle)

9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR ]

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

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class X Common Stock	05/14/2024		D⁽¹⁾		20,832	D	$0	27,973,526	I	See footnote⁽²⁾
Class Y Common Stock	05/14/2024		D⁽¹⁾		20,832	D	$0	27,973,526	I	See footnote⁽²⁾
Class X Common Stock	05/14/2024		D⁽¹⁾		19,888	D	$0	27,953,638	I	See footnote⁽²⁾
Class Y Common Stock	05/14/2024		D⁽¹⁾		19,888	D	$0	27,953,638	I	See footnote⁽²⁾
Class X Common Stock	05/15/2024		D⁽¹⁾		65,980	D	$0	27,887,658	I	See footnote⁽²⁾
Class Y Common Stock	05/15/2024		D⁽¹⁾		65,980	D	$0	27,887,658	I	See footnote⁽²⁾
Class X Common Stock	05/16/2024		D⁽¹⁾		2,272	D	$0	27,885,386	I	See footnote⁽²⁾
Class Y Common Stock	05/16/2024		D⁽¹⁾		2,272	D	$0	27,885,386	I	See footnote⁽²⁾
Class X Common Stock								10,153,217	D
Class Y Common Stock								10,153,217	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Endeavor Operating Company Units	⁽³⁾	05/14/2024		J⁽⁴⁾			20,832⁽⁵⁾	⁽³⁾	⁽³⁾	Class A Common Stock	20,832	$0	24,700,025	I	See footnote⁽²⁾
Endeavor Operating Company Units	⁽³⁾	05/14/2024		J⁽⁴⁾			19,888⁽⁶⁾	⁽³⁾	⁽³⁾	Class A Common Stock	19,888	$0	24,680,137	I	See footnote⁽²⁾
Endeavor Operating Company Units	⁽³⁾	05/15/2024		J⁽⁴⁾			65,980⁽⁶⁾	⁽³⁾	⁽³⁾	Class A Common Stock	65,980	$0	24,614,157	I	See footnote⁽²⁾
Endeavor Operating Company Units	⁽³⁾	05/16/2024		J⁽⁴⁾			2,272⁽⁶⁾	⁽³⁾	⁽³⁾	Class A Common Stock	2,272	$0	24,611,885	I	See footnote⁽²⁾
Endeavor Operating Company Units	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	4,193,328		4,193,328	D

Explanation of Responses:

1. This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC or Endeavor Executive PIU Holdco, LLC, as applicable, to certain equityholders in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC or Endeavor Executive PIU Holdco, LLC, respectively. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Person or any executive officer or director of the Issuer (other than by an executive officer, who is not the Reporting Person, in connection with the redemption of their 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 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 issued by Endeavor Executive Holdco, LLC or Endeavor Executive PIU Holdco, LLC, as applicable, to certain equityholders in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC or Endeavor Executive PIU Holdco, LLC, respectively. In connection with such redemption, Endeavor Executive Holdco, LLC or Endeavor Executive PIU Holdco, LLC, as applicable, distributed OpCo Units of Endeavor Operating Company, LLC to certain equityholders in redemption of corresponding equity interests that such persons held in Endeavor Executive Holdco, LLC or Endeavor Executive PIU Holdco, LLC, respectively. 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 an executive officer, who is not the Reporting Person, in connection with the redemption of their common units).

5. Represents limited liability company units of Endeavor Executive PIU Holdco, LLC.

6. Represents limited liability company units of Endeavor Executive Holdco, LLC.

	/s/ Robert Hilton, Attorney-in-fact	05/16/2024
	** 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).
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Endeavor (EDR) Form 4Endeavor / Ariel Emanuel ownership change