0000899243-23-018557.txt : 20230828 0000899243-23-018557.hdr.sgml : 20230828 20230828210518 ACCESSION NUMBER: 0000899243-23-018557 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230824 FILED AS OF DATE: 20230828 DATE AS OF CHANGE: 20230828 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitesell Patrick CENTRAL INDEX KEY: 0001531362 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40373 FILM NUMBER: 231217739 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD, SUITE 1600 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Endeavor Group Holdings, Inc. CENTRAL INDEX KEY: 0001766363 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 833340169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9601 WILSHIRE BOULEVARD, 3RD FLOOR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 285-9000 MAIL ADDRESS: STREET 1: 9601 WILSHIRE BOULEVARD, 3RD FLOOR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-24 0 0001766363 Endeavor Group Holdings, Inc. EDR 0001531362 Whitesell Patrick 9601 WILSHIRE BOULEVARD, 3RD FLOOR BEVERLY HILLS CA 90210 1 1 1 0 Executive Chairman 0 Class X Common Stock 2023-08-24 4 D 0 150000 0.00 D 28936292 I See footnote Class Y Common Stock 2023-08-24 4 D 0 150000 0.00 D 28936292 I See footnote Class X Common Stock 2023-08-25 4 D 0 25000 0.00 D 28911292 I See footnote Class Y Common Stock 2023-08-25 4 D 0 25000 0.00 D 28911292 I See footnote Class A Common Stock 2023-08-25 4 A 0 129594 0.00 A 129594 D Class A Common Stock 2023-08-28 4 S 0 56797 24.1272 D 72797 D Class X Common Stock 2023-08-28 4 D 0 165000 0.00 D 28746292 I See footnote Class Y Common Stock 2023-08-28 4 D 0 165000 0.00 D 28746292 I See footnote Class X Common Stock 8928168 D Class Y Common Stock 8928168 D Endeavor Operating Company Units 2023-08-24 4 J 0 150000 0.00 D Class A Common Stock 150000 25643110 I See footnote Endeavor Operating Company Units 2023-08-25 4 J 0 25000 0.00 D Class A Common Stock 25000 25618110 I See footnote Endeavor Operating Company Units 2023-08-28 4 J 0 165000 0.00 D Class A Common Stock 165000 25453110 I See footnote Endeavor Operating Company Units Class A Common Stock 2968279 2968279 D This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to certain executive equityholders in accordance with the limited liability company agreement of Endeavor Executive 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 (other than by Ariel Emanuel, in connection with the redemption of his 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 ("OpCo Units") of Endeavor Operating Company, LLC ("OpCo"). 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 Ariel Emanuel. Represents a grant of fully-vested restricted stock units ("RSUs"), which was made by the Issuer to the Reporting Person in connection with OpCo imposing a limitation on the tax distributions that otherwise would have been payable by OpCo to its members that resulted in the Reporting Person, in its capacity as a member of OpCo, not receiving tax distributions from OpCo sufficient to cover the estimated amount of tax attributable to the Reporting Person's interest in EOC (determined in a manner consistent with the operating agreement of OpCo). Each RSU represents one share of the Issuer's Class A Common Stock. Pursuant to the award agreement, shares were sold automatically to cover taxes in connection with the vesting of the RSUs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.0250 to $24.24. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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. This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to certain executive equityholders in accordance with the limited liability company agreement of Endeavor Executive Holdco, LLC. In connection with such redemption, Endeavor Executive Holdco, LLC distributed OpCo Units of Endeavor Operating Company, LLC to the equityholder in redemption of corresponding equity interests that such person held in Endeavor Executive 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 (other than by Ariel Emanuel, in connection with the redemption of his common units). /s/ Robert Hilton, Attorney-in-fact 2023-08-28