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ENDEAVOR EXECUTIVE II HOLDCO, LLC

Date Filed : Jan 11, 2022

SEC FORM 4SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Endeavor Executive Holdco, LLC

(Last)(First)(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)
BEVERLY HILLSCA90210

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Endeavor Group Holdings, Inc. [ EDR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class X Common Stock01/07/2022D(1)13,478D$0.0032,057,078D
Class Y Common Stock01/07/2022D(1)13,478D$0.0032,057,078D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Endeavor Operating Company Units(2)01/07/2022J(3)13,478 (2) (2)Class A Common Stock13,478$0.0028,750,779D
1. Name and Address of Reporting Person*
Endeavor Executive Holdco, LLC

(Last)(First)(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)
BEVERLY HILLSCA90210

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Endeavor Executive PIU Holdco, LLC

(Last)(First)(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)
BEVERLY HILLSCA90210

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Endeavor Executive II Holdco, LLC

(Last)(First)(Middle)
9601 WILSHIRE BOULEVARD, 3RD FLOOR

(Street)
BEVERLY HILLSCA90210

(City)(State)(Zip)
Explanation of Responses:
1. This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to certain non-executive employees and former employees of the Issuer or its subsidiaries in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Persons or any executive officer or director of the Issuer. 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 of Endeavor Operating Company, LLC ("OpCo Units").
2. 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.
3. This Form 4 relates to the redemption of common units issued by Endeavor Executive Holdco, LLC to certain non-executive employees and former employees of the Issuer or its subsidiaries in accordance with the limited liability company agreements of Endeavor Executive Holdco, LLC. In connection with such redemptions, Endeavor Executive Holdco, LLC distributed OpCo Units and profits units of Endeavor Operating Company, LLC to the employees and former employees in redemption of corresponding equity interests that such persons held in Endeavor Executive Holdco, LLC. None of the transactions reported herein involve a sale of Class A Common Stock by the Reporting Persons or any executive officer or director of the Issuer.
Remarks:
Endeavor Executive Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager01/11/2022
Endeavor Executive PIU Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager01/11/2022
Endeavor Executive II Holdco, LLC, By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Ariel Emanuel, Manager01/11/2022
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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