0000899243-23-018792.txt : 20230912 0000899243-23-018792.hdr.sgml : 20230912 20230912194528 ACCESSION NUMBER: 0000899243-23-018792 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230912 FILED AS OF DATE: 20230912 DATE AS OF CHANGE: 20230912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCMAHON VINCENT K CENTRAL INDEX KEY: 0001233831 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41797 FILM NUMBER: 231251318 MAIL ADDRESS: STREET 1: C/O WORLD WRESTLING ENTERTAINMENT INC STREET 2: 1241 EAST MAIN STREET CITY: STAMFORD STATE: CT ZIP: 06902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TKO Group Holdings, Inc. CENTRAL INDEX KEY: 0001973266 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-558-8333 MAIL ADDRESS: STREET 1: 200 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: New Whale Inc. DATE OF NAME CHANGE: 20230412 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-09-12 0 0001973266 TKO Group Holdings, Inc. TKO 0001233831 MCMAHON VINCENT K C/O TKO GROUP HOLDINGS, INC. 200 FIFTH AVENUE, 7TH FLOOR NEW YORK NY 10010 1 0 1 0 Class A Common Stock 28835207 D Forward Sale Contract (obligation to sell) Class A Common Stock 3484006 D Includes 83,102 restricted stock units ("TKO RSUs"). Each TKO RSU represents a contingent right to receive one share of the Issuer's Class A common stock. At the effective time of the Merger, as defined in and pursuant to the Transaction Agreement (as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023), each restricted stock unit ("WWE RSU") in World Wrestling Entertainment, Inc. ("WWE") was assumed by the Issuer and converted into a TKO RSU on the same terms and conditions (including any provisions for acceleration) that applied to such WWE RSUs immediately prior to the effective time of the Merger. Each WWE RSU previously represented a contingent right to receive one share of Class A common stock of WWE, upon vesting. Excludes 100 shares of the Issuer's Class A common stock owned individually by the Reporting Person's wife, Linda McMahon. The Reporting Person disclaims beneficial ownership of those shares. The Reporting Person previously entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of Class A common stock of the Issuer and obligating the Reporting Person to deliver to the Bank up to 3,484,006 shares of Class A common stock of the Issuer (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. In exchange for entering into the Agreement and assuming the obligations thereunder, the reporting person received a cash payment of $85,000,000. The Reporting Person pledged 3,484,006 shares of Class A common stock (the "Pledged Shares") to secure his obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the reporting person settles the Agreement in cash). Under the Agreement, on each of the 15 settlement dates in March 2024 the Reporting Person will be obligated to deliver to the Bank a number of shares of the Issuer's Class A common stock determined as follows (or, under certain circumstances, at the reporting person's election, he may pay an equivalent amount in cash): (a) if the volume weighted average price of the Issuer's Class A common stock on the related valuation date (the "Settlement Price") is less than or equal to $36.00 ( the "Floor Price"), the reporting person will deliver to the Bank 232,267 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date) except for the last settlement date would be 232,268 shares; (continued from footnote 5) (b) if the Settlement Price is between the Floor Price and $64.80 (the "Cap Price"), the reporting person will deliver to the Bank a number of shares of the Issuer's Class A common stock equal to 232,267 shares (or 232,268 shares in the case of the last settlement date) multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank the number of shares of the Issuer's Class A common stock equal to the product of (i) 232,267 shares (or 232,268 shares in the case of the last settlement date) and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price. Exhibit List: Exhibit 24 - Power of Attorney /s/ Vincent K. McMahon 2023-09-12 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
TKO Group Holdings, Inc. (the "Company"), the undersigned hereby constitutes
and appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

        1.     execute for and on behalf of the undersigned, Forms 3, 4, and 5
               in accordance with Section 16 of the Securities Exchange Act of
               1934, as amended, and the rules thereunder;

        2.     do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute any such Form 3, 4, or 5, complete and execute any
               amendment or amendments thereto, and timely file such form with
               the SEC and any stock exchange or similar authority; and

        3.     take any other action of any type whatsoever in connection with
               the foregoing which, in the opinion of such attorney-in-fact,
               may be of benefit to, in the best interest of, or legally
               required by, the undersigned, it being understood that the
               documents executed by such attorney-in-fact on behalf of the
               undersigned pursuant to this Power of Attorney shall be in such
               form and shall contain such terms and conditions as such
               attorney-in-fact may approve in such attorney-in-fact's
               discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 12th day of September, 2023.

                                   Signature:  /s/ Vincent K. McMahon
                                               -------------------------
                                   Print Name: Vincent K. McMahon

                                Schedule A

            Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

1. Seth Krauss
2. Robert Hilton