0000899243-21-018436.txt : 20210505 0000899243-21-018436.hdr.sgml : 20210505 20210505202601 ACCESSION NUMBER: 0000899243-21-018436 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210428 FILED AS OF DATE: 20210505 DATE AS OF CHANGE: 20210505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Muirhead Christian CENTRAL INDEX KEY: 0001783349 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40373 FILM NUMBER: 21895282 MAIL ADDRESS: STREET 1: C/O ENDEAVOR GROUP HOLDINGS, INC. STREET 2: 9601 WILSHIRE BOULEVARD, 3RD FLOOR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 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 X0306 4 2021-04-28 0 0001766363 Endeavor Group Holdings, Inc. EDR 0001783349 Muirhead Christian 9601 WILSHIRE BOULEVARD, 3RD FLOOR BEVERLY HILLS CA 90210 0 1 0 0 Chief Communications Officer Stock Option 24.00 2021-04-28 4 A 0 76388 A 2031-04-28 Class A Common Stock 76388 76388 D Units of Executive Holdco 2021-04-28 4 A 0 290176 A Units of Endeavor Operating Company 290176 290176 D Profits Units 2021-04-28 4 A 0 82619 A Units of Endeavor Operating Company 82619 82619 D Profits Units 2021-04-28 4 A 0 87397 A Units of Endeavor Operating Company 87397 87397 D Restricted Stock Unit 2021-05-03 4 A 0 55556 0.00 A Class A Common Stock 55556 55556 D Units of Executive Holdco 2021-05-03 4 A 0 212064 A Units of Endeavor Operating Company 212064 502240 D The stock option will vest and become exercisable in three equal annual installments beginning on December 31, 2021. 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. Represents 290,176 limited liability company units of Endeavor Executive Holdco, LLC and 212,064 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 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. The profits units are fully vested. 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 unit will be settled in shares of Class A Common Stock in three equal annual installments beginning on December 31, 2021. 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