X0306 4 2021-04-28 0 0001766363 Endeavor Group Holdings, Inc. EDR 0001345978 SHAPIRO MARK S 9601 WILSHIRE BOULEVARD, 3RD FLOOR BEVERLY HILLS CA 90210 0 1 0 0 President Class A Common Stock 2021-05-03 4 A 0 138889 0.00 A 138889 D Stock Option 24.00 2021-04-28 4 A 0 1145833 A 2031-04-28 Class A Common Stock 1145833 1145833 D Units of Executive Holdco 2021-04-28 4 A 0 414290 A Units of Endeavor Operating Company 414290 414290 D Profits Units 2021-04-28 4 A 0 211757 A Units of Endeavor Operating Company 211757 211757 D Profits Units 2021-04-28 4 A 0 184488 A Units of Endeavor Operating Company 184488 184488 D Profits Units 2021-04-28 4 A 0 183745 A Units of Endeavor Operating Company 183745 183745 D Restricted Stock Unit 2021-05-03 4 A 0 277777 0.00 A Class A Common Stock 277777 277777 D Restricted Stock Unit 2021-05-03 4 A 0 72491 0.00 A Class A Common Stock 72491 72491 D Units of Executive Holdco 2021-05-03 4 A 0 2074213 A Units of Endeavor Operating Company 2074213 2488503 D Represents a portion of restricted stock units that settled in shares of Class A Common Stock on May 3, 2021. The stock option is vested and exercisable as to a third of the underlying shares, and the remaining two-thirds will vest and become exercisable in two equal annual installments beginning on April 28, 2022. Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Person. Following the transactions reported herein, represents 414,290 limited liability company units of Endeavor Executive Holdco, LLC and 2,074,213 limited liability company units of Endeavor Executive PIU Holdco, LLC. Each of the units is exchangeable on a 1-for-1 basis for 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. The Reporting Person's Form 3 inadvertently included as beneficially owned the securities acquired pursuant to the UFC Buyout (as defined below), which are correctly reported in this Form 4. Each profits unit represents the right to receive a fractional number of limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X Common Stock of the Issuer equal to the difference between the fair market value of a limited liability company unit of Endeavor Operating Company, LLC and $16.54 divided by the fair market value of a limited liability company unit of Endeavor Operating Company, LLC at the time of redemption. The profits units are fully vested. Each profits unit represents the right to receive a fractional number of limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X Common Stock of the Issuer equal to the difference between the fair market value of the limited liability company units of Endeavor Operating Company, LLC and $23.16 divided by the fair market value of a limited liability company unit at the time of redemption. Each profits unit represents the right to receive, on a 1-for-1 basis, limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X Common Stock of the Issuer, provided that, in limited circumstance, the profits units will be redeemable for less than the foregoing in the event the fair market value of a limited liability company unit of Endeavor Operating Company, LLC at the time of redemption does not exceed (and prior to the time of redemption has not exceeded) $25.10. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. The restricted stock units will be settled in shares of Class A Common Stock in two equal annual installments beginning on May 3, 2022. Half of the restricted stock units will be settled in shares of Class A Common Stock upon the achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds $26.40, and the remaining half will vest upon the achievement by the Issuer of a price per share of Class A Common Stock that equals or exceeds $29.04. Represents securities received in connection with the Issuer's purchase of the holder's interests in Zuffa Parent, LLC ("UFC Parent") and related merger transaction in connection with the purchase by Endeavor Operating Company, LLC of the portion of the equity interests in UFC Parent not previously owned, resulting in Endeavor Operating Company, LLC directly or indirectly owning 100% of the equity interests of UFC Parent (the "UFC Buyout"). /s/ Robert Hilton, Attorney-in-fact 2021-05-05