Silver Lake West HoldCo Form 3 Endeavor / Lake West VoteCo, L.L.C. Silver ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Silver Lake West HoldCo, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2021

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	495,494	I	Held through Silver Lake West HoldCo, L.P.⁽¹⁾⁽²⁾⁽⁴⁾
Class A Common Stock	91,480,988	I	Held through Silver Lake West HoldCo II, L.P.⁽¹⁾⁽³⁾⁽⁴⁾
Class Y Common Stock⁽⁵⁾	82,138,074	I	Held through Silver Lake West HoldCo, L.P.⁽¹⁾⁽²⁾⁽⁴⁾
Class Y Common Stock⁽⁵⁾	87,254,147	I	Held through Silver Lake West HoldCo II, L.P.⁽¹⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Units of Endeavor Operating Company⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	82,138,074	⁽⁶⁾	I	Held through Silver Lake West HoldCo, L.P.⁽¹⁾⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Silver Lake West HoldCo, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake West HoldCo II, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake West VoteCo, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 3 is filed in connection with an internal reorganization of securities of Endeavor Group Holdings, Inc. (the "Issuer") held by certain investment funds affiliated with Silver Lake Group, L.L.C. ("SLG"), whereby certain direct and indirect holders of securities transferred their interests in the Issuer to certain affiliated entities. Following such transfers, all securities of the Issuer previously directly held by such investment funds are now held directly by either Silver Lake West HoldCo, L.P. ("West HoldCo") or Silver Lake West HoldCo II, L.P. ("West HoldCo II", and together with West HoldCo, the "HoldCos"), which now hold all of the securities of the Issuer beneficially owned by investment funds affiliated with SLG. There has been no change in the aggregate amount of securities of the Issuer economically owned by SLG and its affiliates.

2. Represents securities held by Silver Lake West HoldCo, L.P. ("West HoldCo").

3. Represents securities held by Silver Lake West HoldCo II, L.P. ("West HoldCo II").

4. Mr. Egon Durban is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of each of West HoldCo and West HoldCo II. Mr. Durban is a director of the Issuer and is a Co-CEO and Managing Member of Silver Lake Group, L.LC. Each of the Reporting Persons may be deemed to be a director by deputization of the Issuer.

5. Shares of Class Y common stock of the Issuer have no economic rights and each share of Class Y common stock entitles its holder to 20 votes per share. Each share of Class Y common stock will be automatically canceled/redeemed upon the occurrence of certain transfers of Class A common stock or limited liability company units of Endeavor Operating Company, LLC or Class A common stock received upon exchange of such units and upon certain other events.

6. Units of Endeavor Operating Company represent limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X common stock of the Issuer, which, pursuant to the limited liability company agreement of Endeavor Operating Company, LLC, are together exchangeable by the holder on a one-for-one 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. Shares of Class X common stock of the Issuer have no economic rights and each share of Class X common stock entitles its holder to 1 vote per share.

Remarks:

The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C., general partner of Silver Lake West HoldCo, L.P.	07/26/2021
	By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C., general partner of Silver Lake West HoldCo II, L.P.	07/26/2021
	By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C.	07/26/2021
	** Signature of Reporting Person	Date
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Silver Lake West HoldCo Form 3Endeavor / Lake West VoteCo, L.L.C. Silver ownership change