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