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* MCMAHON VINCENT K (Last) (First) (Middle) C/O TKO GROUP HOLDINGS, INC. 200 FIFTH AVENUE, 7TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/12/2023	3. Issuer Name and Ticker or Trading Symbol TKO Group Holdings, Inc. [ TKO ]
		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) X Form filed by One Reporting Person 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	28,835,207(1)(2)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Sale Contract (obligation to sell)	(3)(4)(5)(6)	(3)(4)(5)(6)	Class A Common Stock	3,484,006	(3)(4)(5)(6)	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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).

5. 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;

6. (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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Vincent K. McMahon	09/12/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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